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MINERVA TERMS OF SERVICE

Last updated: April 16, 2024

These Minerva Terms of Service (this “Agreement”) govern your or the company or entity on whose behalf you entered this Agreement or that is otherwise identified on the applicable Order Form (“Customer”) use of the data enrichment and/or lead generation services, as more particularly described or identified in the applicable Order Form (“Services”) as made available by Minerva BI, Inc. (“Minerva”). Minerva and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

1. AGREEMENT TO TERMS AND CONDITIONS

This Agreement is effective, and you agree to be bound by this Agreement, the earlier of the date (i) you first click a button titled “Create Account”; or (ii) of the Order Form Date specified on the applicable Order Form incorporating this Agreement (“Effective Date”). If you are accepting this Agreement on behalf of Customer, you represent and warrant that you have the authority to bind Customer to the terms and conditions of this Agreement.

2. DEFINITIONS

“Aggregated Data” means the Submitted Data in aggregated or de-identified form, in any medium.

“Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Customer to use the Services.

“Derived Data” means adaptations, derivative works, data models, or modeled data sets with the Submitted Data, including of the Submitted Data (but excluding, for clarity, the actual Submitted Data that is distinct from those works). Examples of Derived Data include without limitation, if Minerva (i) creates aggregated or modeled data sets that combine data from numerous providers in order to form a new or new type of data set or (ii) uses multiple sets of Submitted Data (from multiple providers) in order to derive data analytics about certain industries, buyers, or industry prospects.

“Documentation” means the documentation relating to the Services if and as provided by Minerva to Customer (including any revised versions thereof), which may be updated from time to time upon notice to customer.

“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

“Minerva IP” means the Services, the underlying software provided in conjunction with the Services, including without limitation any data models or modeled data sets provided by Minerva therewith, all algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services and Documentation and Service Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

“Order Form” means a mutually executed order form or other mutually agreed upon ordering document which references this Agreement and sets forth the applicable Services to be provided by Minerva.

“Service Data” means, collectively, Output Data, Derived Data, Aggregated Data and Usage Data.

“Usage Data” means data or insights in de-identified form from Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services.

3. PRIVACY POLICY

Please review Minerva’s Privacy Policy, available at https://realtors.minervadata.xyz/privacy-policy, which also governs how Minerva collects, uses, and shares personal information, including personal information relating to Customer and its Authorized Users.

4. ACCESS AND USE

(a) Services. Subject to the terms and conditions of this Agreement, Minerva hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 13(b)) right to use (and permit Authorized Users to use) the Services and Output Data in accordance with the Documentation and the terms of this Agreement for Customer’s internal business purposes.

(b) Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly:

  • I. Use the Services or Output Data to develop or supplement a “Consumer Report” that is subject to the Fair Credit Reporting Act; as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family or household, or employment purposes; or for any other permissible purpose authorized under the Fair Credit Reporting Act for Consumer Reports;
  • II. Copy, modify or create any derivative work of any portion of the Services, Output Data or the Documentation;
  • III. Reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part;
  • IV. Frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services or Output Data to any other person or entity, or otherwise allow any person or entity to use the Services or Output Data for any purpose other than for the benefit of Customer in accordance with this Agreement;
  • V. Use the Services, Output Data or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law;
  • VI. Interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby;
  • VII. Access or search the Services (or download any data or content contained therein or transmitted thereby, including Output Data) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, or any other similar data mining tools) other than software or Services features provided by Minerva for use expressly for such purposes;
  • VIII. Provide any Submitted Data that is considered “sensitive personal information”, “sensitive data”, or another analogous term under applicable laws;
  • IX. Use the Services or Output Data in any manner that is unlawful, illegal, discriminatory, or harms (whether physically or emotionally), deceives, defrauds or misleads a third party, Minerva, its service providers, suppliers or any other user, including, without limitation:
    • (A) Any use for improper investment purposes in any entity whose information appears as part of the Services or Output Data;
    • (B) Any use to advertise or promote any goods or services (or send any other communications) that are illegal in the place offered or consumers;
    • (C) Any use to advertise or promote adult service (such as pornography or escort services), tobacco products, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme);
    • (D) Any use to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive;
    • (E) Any use to promote or engage in discrimination, racism, harassment or hate speech against any individual or group;
    • (F) Any use to threaten or promote violence;
    • (G) Any use to locate suspects in a civil or criminal lawsuit in order to develop a news story;
    • (H) Any use to track down victims of fraud, their family members or friends to develop a news;
    • (I) Any use to locate lost loves, friends, family members or for personal reasons (dating, etc.);
    • (J) Any use to search for individuals involved in an adoption (children, parents, siblings, etc.);
    • (K) Any use to locate personal information on well-known/high-profile celebrities or government officials;
    • (L) Any use in connection with credit repair services, to locate previous debtors or to assist in the determination of whether or not to file a personal lawsuit or judgment against the subject of the report;
    • (M) Any use to access individual reference data on oneself or out of personal curiosity;
  • X. Use the Services or any Output Data to send marketing communications to individuals about whom Output Data relates unless Customer has independently obtained consent for such marketing communications directly from the individuals or such marketing communications are otherwise permitted by applicable laws;
  • XI. Use the Services in such a way that you would be deemed to be engaging in the offering or solicitation of investments in securities;
  • XII. Use, extract, download or retrieve Output Data, in whole or in part, to train or finetune an artificial intelligence system, or to provide or reproduce Output Data, in whole or in part, as a prompt or input to any such system;

5. FEES

In payment for Customer’s access to the Services during the Term, Customer shall pay Minerva the non-refundable fees set forth on the applicable Order Form, and if not identified therein, the Pricing Page of Customer’s dashboard (the “Fees”). Minerva reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of then-current Term upon thirty (30) days’ prior notice to Customer (which may be sent by email). Except as otherwise provided in the applicable Order Form, Minerva will issue monthly invoices to Customer during the Term, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. If Customer has signed up for automatic billing, Minerva will charge Customer’s selected payment method (such as a credit card) for any Fees on the applicable payment date, including any applicable taxes. If Minerva cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Minerva will attempt to charge the payment method again as Customer may update its payment method information. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law, and Minerva may suspend Services until all payments are made in full. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Minerva hereunder, other than any taxes imposed on Minerva’s income.

6. SUBMITTED DATA

Subject to Customer’s compliance with the terms and conditions of this Agreement, Customer may post, transmit or otherwise provide information, data, content and other materials, in any form or medium, including names, addresses, business titles or phone numbers of contacts or other persons, but excluding Restricted Data (collectively, “Submitted Data”) via the Services. In furtherance of the foregoing, Customer hereby grants to Minerva a non-exclusive, sublicensable, assignable, worldwide, royalty-free, perpetual and irrevocable license to:

  • Access and use the Submitted Data to provide, develop, train and improve the Services and Minerva’s data assets, so long as Minerva does not in any public way refer to Customer in relation to the Submitted Data (for instance, Minerva will never sell a list titled “List of Customer’s clients”);
  • Sublicense, make available, copy, display, publish or distribute the Submitted Data to Minerva’s service providers acting on Minerva’s behalf; and
  • Create the Aggregated Data and Derived Data.

In addition, and without limiting the foregoing, Minerva may develop or derive Usage Data.

7. CONFIDENTIAL INFORMATION

Confidentiality. “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Minerva may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Service Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees, contractors, agents, and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or as such disclosure may be required by the order or requirement of a court, administrative agency, or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

Exclusions. Confidential Information does not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure.

8. PUBLICITY

Publicity Rights. Either Party may, with the other Party's prior written consent, which will not be unreasonably withheld or delayed, use or refer to the other Party's name, trademarks, service marks, or logos in any marketing materials, business development activities, press releases, or other publicity-related matters for the purpose of marketing, publicizing, or promoting the Party's business.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

(A) Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents.

(B) Customer Additional Representations. Customer represents and warrants that (i) Minerva’s use of the Submitted Data in accordance with this Agreement will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third party; (ii) the Submitted Data does not contain any information about individuals under the age of 18; (iii) the Submitted Data does not violate the Health Insurance Portability and Accountability Act (“HIPAA”): for instance, it is not a list of hospital or doctor’s patients, or a similar dataset consisting of patients or clients of an entity covered by HIPAA (this might include, for instance, a doctor, dentist, chiropractor, acupuncturist, pharmacist or other health professional); (iv) the Submitted Data is not a Consumer Report as defined by the Fair Credit Reporting Act or otherwise subject to the Fair Credit Reporting Act; (v) the Submitted Data does not consist of a list of clients of an entity covered by the Gramm-Leach-Bliley Act, which applies to many types of financial institutions including banks, hedge funds, investment advisers and insurance companies; (vi) the Submitted Data to us that is true and accurate, and of living persons located in the United States.

(C) Disclaimer. Each of the services and the output data is provided on an “as is”, “with all faults”, and “as available” basis and the entire risk as to satisfactory quality, performance, accuracy, and effort is with the customer. To the maximum extent permitted by applicable law, Minerva, its affiliates, their suppliers, and all of its and their directors, officers, employees, and agents (collectively, the “Minerva Parties”) make no representations, warranties, or conditions, express or implied regarding any services or any output data. Additionally, the Minerva Parties expressly disclaim all warranties and conditions hereunder, whether express, statutory, or implied, including without limitation warranties or conditions (a) of merchantability, fitness for a particular purpose, workmanlike effort, title, quiet enjoyment, and non-infringement; (b) of adequacy, accuracy, timeliness, and completeness of services or output data; (c) arising through course of dealing or usage of trade; (d) of uninterrupted or error-free access or use; and (e) that the services or output data will guarantee or increase any sales or have any other outcome.

(D) Beta Services. For any Services labeled “beta”, “evaluation” or similar term, or for Services provided during the Trial Period: Customer acknowledges and agrees that (i) Minerva offers such beta Services “AS IS”, “WHERE IS”, without any representations or warranties of any kind; (ii) such Services may not operate properly, be in final form or fully functional; (iii) such Services may contain bugs, errors, design flaws or other problems; and (iv) it may not be possible to make such Services fully functional. In addition, Minerva may suspend or terminate such Services at any time with or without prior notice, and notwithstanding Section 11, Minerva shall have no liability in connection with such Services.

10. TERM AND TERMINATION

(A) Term. This Agreement shall commence on the Effective Date and will remain in effect as specified on the applicable Order Form (the “Term”).

(B) Termination. During the Trial Period (if applicable, as designated in the Order Form), Minerva may terminate the Agreement immediately upon written notice to Customer. At any time during the Term after expiration or termination of the Trial Period: (i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; and (ii) Minerva may further terminate this Agreement immediately upon written notice to Customer in the event that Customer breaches Sections 4(a) or 4(b), or infringes or otherwise violates Minerva’s intellectual property rights in and to the Minerva IP.

(C) Survival. This Section 10(c) and Sections 1, 2, 4(b), 4(c), 4(d), 4(e), 5, 6, 7, 9, 10(d), 11, 12, and 13 survive any termination or expiration of this Agreement.

(D) Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 4(a) and Section 8 will terminate; and (ii) Customer will return or destroy, at Minerva’s sole option, all Minerva Confidential Information in its possession or control, including permanent removal of such Minerva Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Minerva’s request, certify in writing to Minerva that the Minerva Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.

11. LIMITATION OF LIABILITY

(B) Limitation of Liability. EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

(A) Total Liability. IN NO EVENT WILL MINERVA’S TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO MINERVA IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE THOUSAND DOLLARS ($1,000) IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO MINERVA, AS APPLICABLE. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

12. INDEMNIFICATION

(A) Indemnification by Minerva. Subject to Section 12(a), Minerva will defend Customer against any claim, suit, or proceeding brought by a third-party (“Claims”) alleging that Customer’s use of the Services infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Minerva (including reasonable attorneys’ fees) resulting from such Claim.

(B) Exclusions. Minerva’s obligations under Section 12(a) will not apply if the underlying Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct, or fraud; (ii) any Submitted Data; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Minerva; (iv) modifications to the Services by anyone other than Minerva; (v) combinations of the Services with software, data or materials not provided by Minerva; and (vi) Customer’s continued use of a prior version of the Services that has been superseded by a non-infringing version subsequently released by Minerva.

(C) Indemnification by Customer. Customer will defend, indemnify, and hold harmless Minerva from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Minerva, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Minerva that: (i) the Submitted Data or its use by Minerva in accordance with this Agreement infringes, misappropriates, or violates a third-party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (ii) is based on Customer’s or an Authorized User’s use of the Services, Output Data or Documentation to the extent such use was not in accordance with this Agreement; (iii) is based on the manufacture, sale, distribution, or marketing of any Customer’s products or services; (iv) is based on a breach of Section 4(b) by Customer.

13. GENERAL

(A) Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications, and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties.

(B) Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, Minerva may assign or transfer this Agreement to a third party that succeeds to all or substantially all of Minerva’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

(C) Notices. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by United States Postal Service Priority Express Mail to the address listed on the Order Form, with delivery confirmation, postage prepaid, or sent by email, and if sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party.

(D) Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent, except as otherwise provided herein.

(E) Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

(F) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

(G) Export Regulation. Customer will comply with all applicable export, sanctions and foreign corruption laws and regulations of the United States (“Trade Laws”) to ensure that the Services are not: (i) exported or re-exported directly or indirectly in violation of Trade Laws; or (ii) used for any purposes prohibited by the Trade Laws.

(H) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Southern District of New York and the Parties irrevocably consent to the personal jurisdiction and venue therein.

(I) U.S. Government End Users. The Services were developed solely at private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement as consistent with federal law and regulations. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Services.

EXHIBIT A

CCPA DATA PROTECTION ADDENDUM

This CCPA Data Protection Addendum (“Addendum”) forms part of and is subject to the terms and conditions of the Minerva Terms of Service (the “Agreement”) by and between Customer and Minerva.

1. Subject Matter and Duration

This Addendum reflects the Parties’ obligations regarding certain activities carried out in connection with the processing of Covered Personal Information that is subject to the CCPA. All capitalized terms that are not expressly defined in this Addendum will have the meanings given to them in the Agreement. If and to the extent language in this Addendum conflicts with the Agreement, this Addendum shall control. Notwithstanding the foregoing, nothing in this Addendum limits either Party’s rights or obligations in the Agreement.

2. Definitions

For the purposes of this Addendum, the following terms and those defined within the body of this Addendum apply:

  • “CCPA” means the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act).
  • “Consumer” has the meaning set forth in the CCPA.
  • “Covered Personal Information” means: (1) Output Data that is Personal Information; or (2) Submitted Data that is Personal Information.
  • “Household” has the meaning set forth in the CCPA.
  • “Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or Household.

3. Required CCPA Terms for Covered Personal Information

To the extent the disclosing Party provides or makes available Covered Personal Information that is subject to the CCPA to the receiving Party, and such disclosure to the receiving Party is considered a “sale” or a “share” under the CCPA, this Section 3 shall apply. The disclosing Party “sells” or “shares” such Covered Personal Information for the limited and specific purpose of the receiving Party performing its obligations or exercising its rights under the Agreement (the “Permitted Purposes”). The receiving Party shall:

  • Only process such Covered Personal Information for the Permitted Purposes;
  • Comply with its applicable obligations under the CCPA;
  • Provide the same level of protection as required under the CCPA; and
  • Notify the disclosing Party if it can no longer meet its obligations under the CCPA.

The receiving Party will permit the disclosing Party, upon reasonable request, to take reasonable and appropriate steps to ensure that the receiving Party processes Covered Personal Information that is subject to this Section in a manner consistent with a “businesses”’ obligations under the CCPA by requesting that the receiving Party attest to its compliance with this Section. Following any such request, the receiving Party will promptly provide that attestation or notice about why it cannot provide it. If the disclosing Party reasonably believes that receiving Party is engaged in unauthorized processing of Covered Personal Information that is subject to this Section, the disclosing Party will notify the receiving Party of such belief via email, and the parties will work together in good faith to remediate the allegedly violative processing activities, if necessary.