AI-Lab Buyer Agreement — DRAFT
Between Sell-AI-Your-Traces ("Seller") and the buyer ("Buyer").
1. License
Seller grants Buyer a non-exclusive, non-transferable, revocable license to use the dataset described in the order form solely for the purposes stated therein.
2. Restrictions
Buyer represents and warrants that it will not use the dataset, in whole or in part, to develop, train, fine-tune, or evaluate any artificial intelligence model that competes with the source platform from which the underlying conversations originated. "Source platform" means the consumer or business product whose users generated the conversations (e.g., ChatGPT for chatgpt_export traces, Claude for claude_export traces).
3. Cross-routing
Seller may withhold from delivery any trace whose source field is on
Buyer's blocked_sources list (see lab_buyers schema). Cross-routing
disputes are resolved per Section 9.
4. Buyer warranties
Buyer represents and warrants that it has implemented commercially reasonable safeguards to ensure compliance with Section 2, including documenting the flow of dataset entries through its model-training pipeline.
5. Audit
Once per twelve-month period, on 30 days' notice, Buyer shall permit a mutually agreed independent auditor to verify compliance with Section 2.
6. Indemnity
Buyer indemnifies Seller from any claim arising from Buyer's use of the dataset in violation of this agreement.
7. Privacy
Buyer agrees to honor downstream deletion / suppression requests propagated by Seller within 30 days of receipt. Buyer is a joint controller for GDPR purposes for the data delivered.
8. Pricing & payment
Per the order form. Seller invoices on close-of-sale; Buyer pays net 30.
9. Disputes
Governing law: [State], US. Disputes resolved by arbitration in [City] under [rules].
10. Term & termination
Initial term per order form; auto-renew unless either party gives 60 days' notice. Either party may terminate for material breach with 30 days' cure period.
TODO before launch: counsel review for: (i) Section 2 enforceability against indirect-competition theories, (ii) audit-clause specifics, (iii) GDPR joint-controller language, (iv) IP indemnity bilateralism.