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.

2. Customer-Initiated & Opt-In

• This Addendum is only effective when signed by an authorized signer of Customer by affirmative written signature. There are no pre-checked boxes, no click-through deemed consent, and no implied license.
• SeniorCRE will not propose, draft, or solicit a Data Licensing Addendum on its own initiative. SeniorCRE will only respond to a Customer-initiated request.
• Nothing in the Agreement conditions pricing, feature access, support, renewal, or any commercial term on Customer’s willingness to enter into a Data Licensing Addendum.

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.

4. Recipient, Purpose & Term

• Recipient. The Licensed Dataset may be accessed only by the Recipient identified in Exhibit A and the Recipient’s named personnel with a need-to-know.
• Permitted Purpose. Recipient may use the Licensed Dataset solely for the Permitted Purpose specified in Exhibit A. Any other use, including resale, sublicensing, derivative licensing, marketing, advertising, or use as training data for a model that will be made available to third parties, is prohibited.
• Term. The license is limited to the term specified in Exhibit A and terminates automatically on expiration, on revocation under Section 7, or on termination of the Agreement, whichever occurs first.

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.

9. Representations & Warranties

• Each party represents that it has authority to enter into this Addendum.
• SeniorCRE represents that the de-identification method used will satisfy the standard specified in Exhibit A as of the date of determination.
• Customer represents that, to its knowledge, Customer’s consent forms, notices of privacy practices, and resident agreements do not prohibit the contemplated transfer of de-identified data.

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.

Exhibit A — Dataset, Recipient, Purpose & Term

• Licensed Dataset (description & date range): ____________________
• De-Identification Method: ☐ Expert Determination ☐ Safe Harbor
• Expert (if applicable) & Determination Date: ____________________
• Recipient (legal name & address): ____________________
• Permitted Purpose (single, specific use): ____________________
• Term (start & end date): ____________________
• Revenue Share (if other than 70/30): ____________________
• Special Conditions: ____________________

Signatures

SeniorCRE, LLC

By: ____________________   Name: ____________________   Title: ____________________   Date: __________

Customer

By: ____________________   Name: ____________________   Title: ____________________   Date: __________

Contact

SeniorCRE, LLC

5 Cowboys Way, Suite 300, Frisco, TX 75034

Email: legal@seniorcre.com