Supplier Terms

These Supplier Terms apply between Quarry and the organisation that owns or controls the data being listed (the "Supplier"). Each dataset is listed under a listing schedule signed by both parties (a "Listing Schedule") setting out the data, the permitted uses and buyers, exclusivity, revenue share and any exclusions. If a Listing Schedule conflicts with these Terms, the Listing Schedule wins for that dataset.

The Supplier keeps all ownership of its data. For each Listing Schedule, the Supplier grants Quarry a licence to receive the de-identified output, to describe it in the catalogue, to provide samples under NDA, and to sublicense it to buyers on the terms the Listing Schedule allows.

Licensing through Quarry does not restrict the Supplier's own use of its data, unless the Supplier agrees an exclusivity that covers licensing to others.

For each dataset, the Supplier warrants that:

• it owns or controls the data and has the right to license the de-identified output as the Listing Schedule describes;
• the data was collected lawfully, with the notices, consents or other legal bases that applicable law requires for this use;
• no contract with its own clients, and no approval it depends on (such as a hospital ethics approval), prevents the licence;
• it will tell Quarry promptly if any of these stops being true.

Quarry reviews rights before listing, as described on the provenance page, but that review does not replace these warranties.

De-identification runs inside the Supplier's environment, as a container or on-prem agent provided by Quarry, or using the Supplier's own tooling where Quarry verifies its output. The Supplier will:

• give the pipeline the access and compute it needs, within the Supplier's own security controls;
• not export raw data, or any data that has not passed de-identification and QA, to Quarry or any buyer;
• keep the raw data under its own security and retention policies.

Quarry is responsible for the pipeline's design and for the accuracy of the de-identification report it issues for each dataset.

Before the first export of any dataset, Quarry provides a de-identified sample and its QA results for the Supplier's review. Nothing is exported until the Supplier approves the sample in writing. The Supplier may require changes to the pipeline before approving.

For each licence of the Supplier's data, Quarry pays the Supplier the revenue share set out in the Listing Schedule, calculated on fees Quarry actually receives from the buyer for that licence, net of taxes and refunds.

Quarry pays within 30 days of receiving the buyer's payment, unless the Listing Schedule says otherwise, with a statement showing the licence, the fee received and the share paid. Each party bears its own taxes; Quarry may withhold tax where the law requires and will provide certificates.

The Supplier chooses, in each Listing Schedule, whether its data may be licensed exclusively or non-exclusively, the permitted uses, the territory and term of licences, and any buyers or categories of buyer to exclude (for example, direct competitors). Quarry will not license outside those choices.

If the Supplier grants Quarry exclusivity for a dataset, the Supplier will not license the same data to others for the scope and period stated.

The Supplier may withdraw a dataset, or specific records, at any time by notice. Quarry will delist it within 5 business days and stop granting new licences. Existing licences continue unless the withdrawal is because of a rights problem or a request from an individual, in which case Quarry will require buyers to delete the affected records under the takedown process.

The Supplier must pass on promptly any request it receives from an individual that concerns data it has listed.

Quarry keeps the Supplier's identity confidential from buyers until a buyer has signed an NDA, and keeps the terms of each Listing Schedule confidential. The Supplier keeps Quarry's pricing, buyer identities and pipeline details confidential.

The Supplier will defend and indemnify Quarry against third-party claims arising from a breach of its warranties on rights and notices. Quarry will defend and indemnify the Supplier against third-party claims arising from Quarry licensing data outside the scope of a Listing Schedule, or from a failure of de-identification attributable to Quarry's pipeline.

The indemnified party must notify the other promptly, allow it to control the defence, and cooperate reasonably.

Neither party is liable for indirect or consequential losses or lost profits. Apart from indemnities, confidentiality breaches and liability that cannot be limited by law, each party's total liability is limited to the revenue share paid and payable to the Supplier in the 12 months before the claim.

These Terms continue while any Listing Schedule is in effect. Either party may end a Listing Schedule on 60 days' notice, or immediately on a material breach not cured within 30 days of notice. Licences granted before termination continue on their terms and revenue share remains payable on them.

These Terms are governed by the laws of India, with the courts at Bengaluru, Karnataka having exclusive jurisdiction, unless the Listing Schedule provides for arbitration. Either party may seek urgent injunctive relief in any competent court.