SeniorCRE Data Licensing Addendum
This Data Licensing Addendum (the “ Addendum ”) is entered into between SeniorCRE, LLC (“ SeniorCRE ”) and the customer identified on the signature page (“ Customer ”) and supplements the Terms of Service between the parties (the “ Agreement ”). Capitalized terms not defined here have the meanings given in the Agreement. In the event of any conflict between this Addendum and the Agreement, this Addendum controls solely with respect to the dataset and recipient described below.
1. Purpose & Scope
Customer owns all data submitted to, generated within, or derived from Customer’s use of the Services, including aggregated, anonymized, de-identified, statistical, and derived forms (the “ Customer Data ”), as set forth in Section 4 of the Terms of Service . SeniorCRE does not license, sell, syndicate, or otherwise transfer Customer Data to any third party absent a signed Addendum like this one.
Customer is electing, on Customer’s own initiative, to license a specific de-identified dataset (the “ Licensed Dataset ”) to a specific third party (the “ Recipient ”) for a specific purpose (the “ Permitted Purpose ”), all as described in Exhibit A . This Addendum is the sole authority for that transfer.
3. De-Identification Standard
The Licensed Dataset will be de-identified prior to any transfer, using the HIPAA Expert Determination method (45 C.F.R. § 164.514(b)(1)) or, at Customer’s election, the HIPAA Safe Harbor method (45 C.F.R. § 164.514(b)(2)). The method, the identity of the expert (if Expert Determination), and the date of determination will be specified in Exhibit A.
Recipient is contractually prohibited from re-identification, linkage to any other dataset for the purpose of re-identification, and from attempting to identify any individual, facility, or organization. Recipient must use commercially reasonable safeguards, including encryption in transit and at rest, access logging, and personnel confidentiality obligations.
5. Revenue Share
In consideration of Customer’s license, SeniorCRE will pay Customer a revenue share of net license fees received from Recipient under this Addendum. The default revenue share is seventy percent (70%) to Customer / thirty percent (30%) to SeniorCRE , with SeniorCRE’s share covering de-identification, contracting, transfer, audit, and platform costs. The parties may agree to a different split in Exhibit A.
SeniorCRE will report revenue and pay Customer’s share within thirty (30) days after the end of each calendar quarter. Customer has the right, no more than once per twelve (12) months, on thirty (30) days’ written notice, to audit SeniorCRE’s books and records solely as they relate to amounts due under this Addendum.
6. Audit Log & Inspection
SeniorCRE will maintain an immutable audit log of every external access to or transfer of the Licensed Dataset, including timestamp, identity of the requesting party, scope of records released, and purpose. The audit log is available to Customer on request and is preserved for the longer of seven (7) years or the period required by applicable law.
7. Revocation by Customer
Customer may revoke this Addendum at any time, with or without cause, on thirty (30) days’ written notice to legal@seniorcre.com . On revocation, (a) no further data will be transferred to Recipient, (b) Recipient’s license terminates at the end of the notice period, (c) Recipient must, at Customer’s election, return or destroy all copies of the Licensed Dataset and certify destruction in writing, and (d) Recipient’s confidentiality, non-re-identification, and audit obligations survive.
8. Prohibited Recipients
Without limiting Customer’s discretion, SeniorCRE will not propose a Recipient that is a known data broker, a marketer of consumer products to residents or families, an entity barred from federal healthcare programs, or any party prohibited by applicable law from receiving the data described.
10. Survival
Sections 3 (De-Identification Standard, with respect to non-re-identification), 5 (Revenue Share, with respect to amounts accrued), 6 (Audit Log & Inspection), 7 (Revocation), 8 (Prohibited Recipients), and 9 (Representations & Warranties) survive termination or expiration of this Addendum.
Signatures
By: ____________________ Name: ____________________ Title: ____________________ Date: __________
By: ____________________ Name: ____________________ Title: ____________________ Date: __________
https://seniorcre.com/data-licensing-addendum