Last Updated: 20 February 2025

This Data License Agreement (“Agreement”) is made and entered into by and between Rhetorik Ltd., a UK Corporation, whose principal place of business is at Indigo House, Fishponds Road, Wokingham, Berkshire, RG41 2GY (“Rhetorik”), and Customer (“Customer”, “you” as defined in the applicable Order Form, Statement of Work or Customer Account). This Agreement describes the terms under which Rhetorik will make its Services available to Customer.

The parties agree as follows:

1) Ordering and Subscription Period

1.1 Ordering. By executing one or more Order Forms or Statements of Work under this Agreement or by signing up for a Rhetorik account via rhetorik.com (“Customer Account”), Customer may obtain access to the content, APIs and other features offered through Rhetorik’s proprietary platform of servers, software and technology (the “Services”). Many of the Rhetorik Services provide access to information, reports, text, and content (“Licensed Data”). The specific Services available to Customer are identified in the Order Form, Statement of Work or in Customer Account. All use of the Services and Licensed Data used by Customer is subject to the terms and conditions of this Agreement and the Acceptable Data Use Policy.

1.2 Subscription Period. The billing period will be as specified in the applicable Order Form, Statement of Work or via the Customer Account (“Subscription Period”). At Rhetorik’s sole discretion, the period of access to the Services and Licensed Data may begin upon the date of a fully executed Agreement, but before the defined Subscription Period. For avoidance of doubt, this Agreement is in full force once fully executed. An Order Form is not cancellable by Customer during a Subscription Period. At the end of the initial Subscription Period, the Subscription Period will automatically renew for successive terms equalling the initial period, unless Customer notifies Rhetorik in writing 90 days prior to the termination of the current Subscription Period, or as otherwise specified in an Order Form, Statement of Work or in Customer Account. Any renewals will be at Rhetorik’s then-current rates or rate increases specified in Order Form or Statement of Work.

1.3 API Credit Purchase. The purchase of API Credits to use the Services will be specified in the applicable Order Form or Statement of Work. An API Credit is defined as any request to the Rhetorik API that returns a billable status code as specified in that API endpoint’s documentation. Licensed Data returned in API endpoints may not be saved in customer databases (“Caching”) for longer than necessary to perform actions permitted via Service License. Any Caching of Data returned in an API Match shall be governed by section 2.2 Data Licensing. Cached Data may not be provided or displayed to more than one End User. Should Customer exceed the amount of API Credits it has purchased in an applicable Order Form during the subscription period, a monthly overage fee will be charged for each API Credit used (“Overage Fee”). The rate for the Overage Fee will be a 50% increase of the contracted price per API Credit in the applicable Order Form and will be charged at the end of each month for API Credits that are used in excess of the contracted amount.

2) Platform Use and Restrictions

2.1 Services License. Rhetorik hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access the Services specified in the Order Form, Statement of Work or in Customer Account during the Subscription Period for its internal business purposes. Should the Subscription Period end, or should Customer decline to renew their Order Form, then Customer’s license to the Services specified in the Order Form will be revoked.

2.2 Data License.
2.2.1. License Terms Rhetorik hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to license, access, and use the Licensed Data provided to Customer during the Subscription Period for the following purposes (the Purpose): (i) to display Rhetorik-supplied Licensed Data to Customer’s own customers (“End Users”) on Customer’s platform or within Customer’s product; (ii) to maintain Rhetorik-supplied Licensed Data in Customer’s database for the purpose of performing calculations and mapping Rhetorik Licensed Data against Customer’s own Data; (iii) for any permitted uses outlined in Customer Order Form or Statement of Work. Rhetorik retains all ownership rights (including copyrights, database rights under the Database Regulations 1997 and other intellectual property rights) in the Licensed Data in any form and Rhetorik grants no rights other than the rights expressly granted to Customer under this Agreement.

2.2.2 Use Scope Only the Customer team specified in the Order Form or Statement of Work is permitted to use the Licensed Data, and if no team is specified, then any Customer teams are permitted to use the Licensed Data. Customer shall not request or make available Licensed Data for the use of others, including for any parent, subsidiary, affiliated entity, franchisee or dealer of Customer, unless required by law where Customer has notified Rhetorik or unless Customer first obtains Rhetorik’s written consent. Customer may use Licensed Data only in connection with the particular transaction for which such Licensed Data was originally requested. Except where otherwise specified, Customer shall not re-license, resell or further distribute Licensed Data.

2.3 Account.
2.3.1 Rhetorik Account Creation To use the API, you will be asked to create a Rhetorik account. As part of the account creation process, you’ll be asked to provide your name, e-mail address, and create a password (which, together with any other Data directly provided by Customer to Rhetorik for use within the Services as part of the account creation or management, is referred to in this Agreement as “Customer Data”). Until you register for a Rhetorik account, your access to the Services will be limited to what is available to the general public.

2.3.2 True and Accurate Account Information When registering for a Rhetorik account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must keep that information true, accurate, and current. By signing up for the API, Customer is liable for any information that was falsified in the API sign up process and any activities that were done with falsified information.

2.3.3 Customer Misuse Of Account Customer acknowledges that Rhetorik accounts are secure. Customer is solely responsible for all use (whether or not authorized) of the Services under Rhetorik account, including the quality and integrity of Customer Data. Customer is not permitted to share your account login or API Key with any other individuals or companies, or to enable any other individuals or companies to use the Rhetorik Services. Customer is solely responsible for all acts and omissions of any End User who has access to or otherwise uses any Customer application. Customer agrees to take all reasonable precautions to prevent unauthorized access to or use of the Services and Licensed Data and will notify Rhetorik promptly of any unauthorized access or use. Rhetorik will not be liable for any loss or damage arising from unauthorized use of Customer Account.

2.4 Account Password and Security. Customer’s account with Rhetorik will provide Customer with access to the Services, such as the Rhetorik APIs and other functionality that Rhetorik may provide from time to time. Customer shall protect its passwords and take full responsibility for Customer’s own as well as any third party use of the Customer Account. Customer is solely responsible for any and all activities that occur under its accounts, except for any activities performed by Rhetorik as set forth herein. Customer agrees to notify Rhetorik immediately upon learning of any unauthorized use of its account or any other breach of security.

2.5 Services Modifications. Rhetorik is constantly innovating in order to provide the best possible experience for its customers. Customer acknowledges and agrees that the form and nature of the Licensed Data and Services that Rhetorik provides may be modified from time to time without prior notice to you, including without limitation security patches, enhancements, and changes necessary to comply with global privacy regulations. Changes to the form and nature of the Licensed Data and Services will be immediately effective with respect to all versions of the Licensed Data and Services.

2.6 Restrictions.
2.6.1 Customer Restrictions. Customer shall not, and shall not permit its clients to: (i) resell, sublicense, distribute or otherwise provide access to the Services, Licensed Data, or information contained in or derived from the Services, to any third party or use the Services outside the scope of the license granted herein; (ii) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Services or otherwise attempt to discover any source code or trade secrets related to the Services; or (iii) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of Rhetorik; (iv) remove, alter, or obscure any proprietary notices contained on or within the Licensed Data, or any other materials made available by Rhetorik; (v) use Licensed Data in connection with providing advice or recommendations to others, publish Licensed Data in the news media, incorporate or use Licensed Data in any kind of database or marketing list to be provided to a third party, use Licensed Data to generate any statistical or other information that is or will be provided to third parties, use or permit the use of Licensed Data to prepare any comparison to other information databases that will be provided to third parties, or produce Licensed Data in judicial or administrative proceedings, including discovery proceedings, without Rhetorik’s prior written consent, unless required by law and where Customer has notified Rhetorik of such legal requirement. Customer must remove all copies and traces of the Licensed Data at the end of the Term.

2.6.2 Acceptable Data Use Policy. Customer shall comply with the Rhetorik’s Acceptable Data Use Policy (“ADUP”), posted here https://rhetorik.com/acceptable-use-policy/

at all times. Violations of the Rhetorik ADUP will constitute a material breach of the Agreement.

2.6.3 Limitation on Government Usage. Customer may not use, resell, authorize or permit anyone to use, or license or make available Licensed Data you obtain from Rhetorik, for any purposes prohibited in the Acceptable Data Use Policy as described in 2.6.2 of this agreement.

2.6.4 Non-Permitted Use. Customer may not build products from the Licensed Data that resemble or compete with Rhetorik products (i.e. Customer may not provide programmatic access to the Licensed Data to End Users in any way that would allow them to access to any substantial set of the Licensed Data features or a material portion of the Licensed Data). Violation of this section will be a material breach remedied pursuant to Section 6. Customer shall not copy, download, batch harvest, upload or in any other way reproduce or aggregate Licensed Data unless Customer obtains Rhetorik’s prior written consent; provided that Customer may create for internal use offline printouts of materials received in electronic form. After the Term, Customer may retain a reasonable number of copies of Licensed Data for archival purposes only, but not for continuing use.

2.6.5 Flow Down of Restrictions. For Customers who are Solution Providers, buying, selling or repurposing Rhetorik Data to their End Users, sections 2.6.2 and 2.6.3 of this agreement (or terms equally restrictive) must be included in full in any agreement between the solution provider and any applicable End Users receiving any part of Rhetorik Licensed Data. Rhetorik reserves the right to review that agreement between the Customer and End Users.

2.7 Support.
2.7.1 Customer Support. Rhetorik will make Services documentation available through its website. In addition, Rhetorik will provide online support through email. Any additional training or support will require the purchase of Professional Services by the Customer as defined on the relevant Order Form or Statement of Work for the Customer.

2.8 Customer Security. Customer affirms that all locations where Rhetorik Licensed Data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that Rhetorik Licensed Data is accessible only by Customer, Customer’s authorized agents, and/or Rhetorik. Customer will notify Rhetorik of the IP and domain aliases of any location where Licensed Data is stored or processed. Rhetorik reserves the right to audit any Customer-owned domains to ensure security compliance.

2.9 FCRA Restrictions. Rhetorik is not a consumer-reporting agency (“Consumer Reporting Agency”) as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”) and Licensed Data and Services you obtain from Rhetorik do not constitute “Consumer Reports,” as that term is defined in the FCRA. FCRA uses are prohibited in our Acceptable Data Use Policy.

2.10 Breach of Section 2. Customers in breach of section 2 shall have termination for cause enforced to the fullest extent (section 7.3). Customer acknowledges that violations of section 2.2 and 2.6.1 require that Customer pays any money earned in violation of section 2.6.1 which must be paid to Rhetorik in full, net-30 from termination date. If Customer is found in breach of section 2.6.1, Rhetorik has the right to audit customer contracts and Licensed Data to enforce payments after termination.

3) TERM

The Initial Term of this Agreement shall commence on the Effective Date and shall continue until all Subscription Periods, including any renewals thereof, have been terminated.

4) PROPRIETARY RIGHTS

Customer acknowledges and agrees that the Licensed Data is proprietary to Rhetorik and comprises:

(a) works of original authorship, including compiled information containing Rhetorik’s selection,  arrangement and coordination and expression of such information or pre-existing material it has created, gathered or assembled; (b) confidential and trade secret information; and (c) information that has been created, developed and maintained by Rhetorik at great expense of time and money, such that misappropriation or unauthorised use by others for commercial gain would unfairly or irreparably harm Rhetorik. Customer agrees that it will not commit or permit any act or omission by its agents, employees, or any third party that would impair Rhetorik’s copyright, database rights or other proprietary and intellectual rights in the Licensed Data. Customer will not use any Rhetorik trade names, trademarks, service marks or copyrighted materials in listings or advertising in any manner without the prior written approval of Rhetorik. Customer shall reproduce Rhetorik’s copyright notice and proprietary rights legend on all authorised copies of the Licensed Data.

Customer acknowledges that other than the rights granted to Customer herein Rhetorik retains all rights, copyright, title, and interest to the Licensed Data, regardless of the form of media in which it is contained or provided to Customer.

5) COMPENSATION, PAYMENT TERMS AND TAXES

5.1 Fees. For Customers who sign up on our website, you agree to pay in accordance with the rates listed within Customer Account, unless otherwise set forth in an Order Form or Statement of Work between the parties.

5.2 Payment Terms.
5.2.1 Credit Card Payment Terms. For Customers who sign up on our website, Rhetorik will charge the credit card Customer has placed on file at the cadence and rate outlined when Customer creates subscription in Customer Account.

5.2.2 Order Form Payment Terms. Should Customer enter into an Order Form or Statement of Work, then Customer will be billed for use of the Services in accordance with the applicable Order Form or Statement of Work. The pricing specified in an Order Form or Statement of Work will be firm for the initial term. Rhetorik may provide notice of an increase in pricing in advance of Subscription Period renewal. Any one-time discounts outlined in Order Form or Statement of Work do not apply to subsequent Subscription Periods.

5.3 Payment. Invoices will be due and payable at date of invoice unless otherwise stated in Rhetorik Order Form or Statement of Work. Invoices will be paid by Customer to Rhetorik in the currency as stated in the Order Form or Statement of Work by ACH debit or wire or other method as mutually agreed to by the parties and are non-cancellable and once paid, non-refundable. Any invoiced amount not paid by the due date will bear a late payment charge at the rate of one and a half percent (1.5%) per month (or such lower amount as may be required by law) until paid, plus all expenses of collection, including reasonable legal fees and court costs.

Unless otherwise stated in the Order Form or Statement of Work, all fees shall be paid annually in advance. Should an alternative payment schedule be set out in the Order Form or Statement of Work, any default in relation to these alternative payment terms shall result in full payment of all amounts becoming immediately due and Rhetorik shall be entitled to suspend access to the Licensed Data until the payment is received. For the avoidance of doubt, suspension of access is not a termination of this Agreement and Customer will still be liable for all fees associated with this Order Form or Statement of Work.

5.4 Taxes. All amounts set out in this Agreement are exclusive of sales, use, value-added, withholding or other taxes (“Taxes”) measured by sales or receipts, which shall be added to any invoices at the then applicable rate. If either party is audited by a taxing authority or other governmental entity in connection with Taxes under this Taxes Section, the other party shall reasonably cooperate with the Party being audited in order to respond to any audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously.

6) Confidentiality

“Confidential Information” means, subject to the use license granted in Section 2, any non-public information relating to or disclosed in the course of this Agreement, including the Services and Licensed Data or information contained in or derived from the Services. The receiving party will not share Confidential Information with third parties (except as otherwise provided in this Agreement, including Section 2), will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only as permitted in this Agreement and for fulfilling its obligations under this Agreement. The receiving party will also ensure that the persons it authorizes to access Confidential information have committed themselves to confidentiality.

Confidential Information shall not include information which the receiving party proves (a) is now or subsequently becomes generally known or available by publication, commercial or otherwise, through no fault of the receiving party, (b) is known by the receiving party at the time of the disclosure, (c) is independently developed by the receiving party without the use of any Confidentiality obligation or (e) the disclosing party agrees in writing may be disclosed by the receiving party.

The receiving party may disclose Confidential Information if it is required to do so by law, so long as the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure.

At the request of the disclosing party, the receiving party will return all of the other party’s Confidential Information that is reduced to writing(s), drawing(s), schematic(s), or any other form of documentation, or destroy all such material, and permanently delete if in electronic form, and to certify the destruction to the disclosing party, provided however, if the Agreement is not terminated for cause, the Customer may retain copies of the reports or information printed or obtained through the Services subject at all times to the license restrictions specified in Section 2.6 and the non-disclosure requirements of this Section 6.

Each party agrees all Confidential Information remains the property of the disclosing party and no licence or other rights in the Confidential Information is granted hereby.  All information is provided “as is” and without any warranty, express, implied, or otherwise, regarding its accuracy or performance.

7) Termination

7.1 Bankruptcy. Rhetorik shall have the right to immediately terminate this Agreement by giving written notice to Customer in the event that Customer files a petition in bankruptcy court, is adjudicated as bankrupt or insolvent by a court of proper jurisdiction, makes an assignment for the benefit of creditors, or if a receiver is appointed for Customer or for Customer’s business and such receiver is not discharged within thirty (30) days. The remedies contained in this Section 7, are in addition to any other remedies available to either party pursuant to this Agreement or otherwise available pursuant to applicable law.

7.2 Non-renewal. Should the Subscription Period end, the Customer decline to renew their Order Form, or should Customer materially downgrade or change their Services, then Customer’s license to the Licensed Data specified in the prior Order Form (including Data Cached by Customer) will be revoked and the customer will be required to delete all Licensed Data. Customer will be required to sign the Rhetorik Data Deletion Agreement acknowledging Data deletion.

7.3 For Cause. Either party may terminate this Agreement and all Order Forms and Statements of Work, immediately upon written notice to the other party, if the other party: (a) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within thirty (30) days after written notice; (b) commits a material breach of this Agreement which cannot be remedied; or (c) is repeatedly in breach of this Agreement. Abuse or excessive usage of the Services beyond the scope permitted under an Order Form or Statement of Work or beyond credits purchased via Customer Account will be deemed a material breach justifying Rhetorik’s termination or suspension of a Customer’s account.

7.4 Non-exclusive Remedy. Termination of this Agreement by either party will be a nonexclusive remedy for material breach and will be without prejudice to any other right or remedy of such party.

7.5 Effect of Termination. Upon any termination of this Agreement or of any individual license granted hereunder

7.5.1 Each Party shall promptly pay any payments owed to the other that accrued on or prior to such termination or expiration effective date;

7.5.2 Rhetorik shall cease providing the Services and Licensed Data to Customer; and

7.5.3 Customer shall cease use of the Services, including all Licensed Data or information contained in or derived from the Services.

7.6 Data Deletion. Upon termination of this Agreement, Customer must delete all Licensed Data it has received from Rhetorik under all applicable Service Agreements (including Cached Data), and sign and return to Rhetorik the Data Deletion Agreement within 30 days of termination. Customer agrees that Rhetorik reserves the right to audit Customer’s use of Licensed Data should Rhetorik suspect that Customer is continuing to use Rhetorik Licensed Data after the agreement is terminated.

7.7 Breach of Other Agreements. Termination For Cause of another agreement between Rhetorik and Customer will constitute a breach of contract/termination of this Agreement and trigger the effects of Termination including but not limited to paragraphs 7.5 and 7.6.

8) Warranty, Disclaimer and Limitation of Liability

8.1 Warranty. Rhetorik warrants and represents that: 1) it has the necessary power and authority to enter into and perform its obligations under this Agreement and to grant the License; 2) the Licensed Data shall conform with the documentation described in this Agreement, 3) the Agreement shall be performed in a workmanlike manner consistent with the prevailing industry standards, 4) it possesses all permissions and licenses to provide the Licensed Data hereunder, 5) shall comply with all relevant international, national and local laws, rules and regulations, including but not limited to the UK Data Protection Act 2018, the General Data Protection Regulation 2016 (GDPR) and the California Consumer Privacy Act (CCPA), and 6) the Licensed Data shall not infringe on the intellectual property or other rights of any third party.

8.2 Disclaimer. The Services and all Licensed Data and information obtained via the Services are provided on an “as is,” “as available” basis. To the fullest extent permissible pursuant under applicable law, Rhetorik makes no warranty or guarantee, express or implied, relating to the Services or Customer’s use of the Services, or any Licensed Data or information obtained via the Services or provided under this agreement, including but not limited to any implied warranties of merchantability, satisfactory quality, non-infringement, and/or fitness for a particular purpose.

8.3 Limitation of Liability.
8.3.1 Except for a breach of section 2.4 or section 6, or with respect to a party’s indemnification obligations, each party’s entire aggregate liability to the other party for any and all claims of whatever nature arising out of the provision and use of the Services, Licensed Data, or otherwise arising in connection with this agreement shall not exceed the total amounts paid or payable to Rhetorik during the six (6) month period immediately preceding the making of the claim pursuant to the Order Form or Statement of Work under which the claim arose.

8.3.2 Except for a breach of section 2.4 or section 6, or with respect to a party’s indemnification obligations, a party shall not be liable to the other party or any third-party claimant for indirect, incidental, consequential, reliance, or special loss or damages of any kind including but not limited to lost revenues, lost savings, lost business opportunity, or lost profits, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if the party and/or its subsidiaries and affiliates has been advised of the possibility of such damages.

8.4 Risk. This section sets forth the entire allocation of risk between the parties.

9) Indemnity

Rhetorik shall indemnify, defend, and hold harmless Customer, and its officers, directors, employees, shareholders, agents, attorneys, affiliates, subsidiaries and successors, against all costs, expenses, and losses (including reasonable attorney’s fees and costs) incurred as a result of claims, demands or assertions of any kind made by any third parties against Customer that arise out of or are related to a breach by Rhetorik of any representation or warranty made in this Agreement or the negligent acts or omissions of Rhetorik.

Customer shall indemnify, defend, and hold harmless Rhetorik, and its officers, directors, employees, shareholders, agents, attorneys, affiliates, subsidiaries and successors, against all costs, expenses, and losses (including reasonable attorney’s fees and costs) incurred as a result of claims, demands or assertions of any kind made by any third parties against Rhetorik that arise out of or are related to a breach of this Agreement by Customer or the negligent acts or omissions of Customer.

10) Force Majeure

Neither Party will be liable for or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement that is a result of any causes or conditions that are beyond such Party’s reasonable control, including without limitation acts of God, acts of war, acts of terrorism, earthquakes, fires, cable cuts, power outages, catastrophic network element failures, floods, terrorism, riots, civil disorders, rebellions, strikes, lockouts and labour disputes (individually, each such event a “Force Majeure Event”) and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any such force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event on such Party’s obligations under this Agreement.

11) Compliance

11.1 Compliance with Laws. Customer shall comply with all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any government authority with respect to the Services and any Licensed Data or information contained in or derived from the Services including all Applicable Data Protection Laws and regulations relating to privacy, information security, data protection, and data breach notification (“Applicable Data Protection Laws”) when processing Personal Data received from the other party. For avoidance of doubt, the Customer is fully responsible for determining its obligations under the Applicable Data Protection Laws.

11.2 Data Processing Agreement. If applicable Customer shall comply with the Rhetorik’s Data Processing Agreement (“DPA”), posted here https://rhetorik.com/data-processing-agreement at all times. The Data Processing Agreement will govern a Controller to Controller relationship between Rhetorik and the Customer.

11.3 Standard Contractual Clauses. If applicable the Data Processing Agreement and accompanying Standard Contractual Clauses – posted here https://rhetorik.com/data-processing-agreement – shall cover the transfer of Personal Data between Rhetorik and the Customer.

11.4 Sanctions Compliance. Customer represents that its performance under this Agreement shall not result in any breach of any trade, economic or financial sanctions laws or regulations.

11.5 Anti-Corruption Compliance. Each party shall: (a) comply with all anti-bribery and corruption and anti-money laundering laws, rules, regulations or equivalent applicable to such party including the Bribery Act 2010 and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any guidance issued by any governmental department relating to such legislation (“Bribery Act”); (b) not engage in any activity, practice or conduct anywhere in the world which would constitute an offence under the Bribery Act if such activity, practice or conduct had been carried out in the UK; (c) maintain in place throughout the Term (and enforce where appropriate) its own policies and procedures to ensure compliance with the Bribery Act; and (d) promptly report to the other any request or demand for any undue financial or other advantage of any kind received by it or by any of its employees or sub-contractors, or any company within its group of companies, or by any employee or sub-contractor of any company within its’ group of companies, in connection with the performance of this Agreement.

12) Information Privacy and Security

12.1. Privacy Policy. Each party shall maintain and make publicly available a privacy policy that 1) describes its information collection, use and disclosure practices in sufficient detail such that a reasonable consumer would understand such practices, and 2) contains all other legally required disclosures, and will comply with such privacy policy.

12.2. Information Security Program. Customer will maintain a comprehensive written information security program which contains appropriate administrative, technical, and physical safeguards to protect the Services and any Licensed Data contained in or copied, downloaded, or otherwise derived from the Services against anticipated threats or hazards to its security, confidentiality or integrity (such as unauthorized access, collection, use, copying, modification, disclosure, or unauthorized, unlawful, or accidental loss, acquisition, or damage).

12.3. Security Incident. Customer will notify Rhetorik in writing without undue delay (and in any event within 24 hours) whenever Customer reasonably believes an unauthorized access, acquisition, use, modification, disclosure, loss, or damage to any Licensed Data, or any other unauthorized processing of Licensed Data (“Security Incident”) has occurred. After providing notice, Customer will investigate the Security Incident, take all necessary steps to eliminate or contain the exposure of the Licensed Data or information contained in or derived from the Services, and keep Rhetorik informed of the status of the Security Incident and all related matters. Except to the extent required by applicable law or regulatory requirement, Customer may not identify Rhetorik as the source of the Licensed Data to any third party without Rhetorik’s prior written consent, provided that Customer may make such a disclosure to its consultants or legal advisors without Rhetorik’s prior written consent consistent with Section 6 (Confidentiality) hereof.

12.4 Compliance with Security Standards. Customer shall regularly test and monitor the effectiveness of the security practices and procedures in the Information Security Program, and will evaluate and adjust its Information Security Program and information security safeguards in light of the results of the testing and monitoring, any material changes to its operations or business arrangements, or any other circumstances that Customer knows or reasonably should know may have a material effect on its Information Security Program and information security safeguards.

Customer shall provide Rhetorik on request with a copy of its most current third-party information security audit report and/or certification, if any, including but not limited to ISO 27001/27002 certifications, PCI-DSS Attestations of Compliance, and SOC 2 reports.

12.5 Audits. Customer shall allow for and contribute to audits, including inspections, conducted by Rhetorik or another auditor mandated by Rhetorik. Rhetorik may request that Customer provide it with documentation, data, and records (“Records”) relating to Customer’s compliance with this Section 12 (an “Audit”). To the extent Rhetorik uses a third-party representative to conduct the Audit, Rhetorik shall ensure that such third party representative is bound by obligations of confidentiality no less protective than those contained in this Agreement. Rhetorik shall provide Customer with reasonable advance written notice of its intention to conduct an Audit. Rhetorik shall conduct its Audit in a manner that will result in minimal disruption to Customer’s business operations.

12.6. Data Subject Access Requests. As applicable and to the extent necessary to satisfy Section 12.1, and only if Customer agrees to Section 13.1, Customer shall provide Rhetorik with any requests it receives from consumers to exercise their rights to opt out, delete or otherwise modify their personal data within 30 days of receiving those Data Subject Access Requests from consumers. Rhetorik shall make its Data Subject Access Requests suppression list available to Customer, and to the extent Customer continues to hold any output data from Rhetorik, you agree to access that suppression list no less than once every 30 days, and apply all such applicable data subject requests to any Licensed Data you continue to hold.

13) Customer Data

13.1 Rhetorik agrees that, as between the parties, Customer owns all data directly provided by Customer to Rhetorik for use with the Services (“Customer Data”). Notwithstanding anything to the contrary in this Agreement, including Section 6 (Confidentiality), Customer hereby grants to Rhetorik a perpetual license to use such Customer Data, without attributing Customer Data to Customer except as required by law, for enhancing the Services, Rhetorik’s methodologies, and Rhetorik’s Licensed Data and Services. This license includes the right to use Customer Data in the aggregate and with other data and to create derivative datasets for use in Rhetorik’s Licensed Data and Services.

13.2 Customer represents and warrants that (i) Customer Data has been collected, processed and provided to Rhetorik in accordance with all applicable laws, including applicable data protection legislation, and Customer’s privacy policy, and (ii) Customer has provided any required notices and obtained any required consents concerning the collection, use, processing, transfer and disclosure of personal information contained in Customer Data. Customer has taken and during the term of the Agreement will take commercially reasonable steps to ensure that consumers as to whom the Customer Data pertains were provided with legally sufficient notice that their personal information would be shared and used for the purposes contemplated herein. Customer also warrants it has provided any consumers a way to exercise rights such as but not limited to “opt out” of selling or sharing of data for commercial purposes, where required under applicable law and has and will not provide Rhetorik any data that has been opted out.

14) Relationship of Parties

This Agreement shall not be construed as to create a joint venture or legal partnership between Rhetorik and Customer. Neither Party has the authority to bind or commit the other Party to any contract or other obligation.

15) Publicity 

Customer grants Rhetorik the right to utilise Customer’s trademark and/or trade name solely to identify it as a Rhetorik Customer and to explain the Customer use case on the Rhetorik website, in client lists and other marketing materials.

16) Notice

16.1 All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed effectively delivered: (a) if sent by certified or registered mail, on the date received; (b) if sent by courier, on the date delivered; and (c) if sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day. All notices and communications will be sent to the respective Parties in accordance with the contact information set out in the Order Form or Statement of Work.

16.2 Either Party may change the address to which notices or payments are sent by written notice to the other Party.

17) Agreement Binding on Successors

The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their heirs, administrators, successors, and assigns.

18) Assignability

Neither Party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party; provided, however, that this Agreement may be assigned, upon written notice only, by either Party to an acquirer of a majority of such Party’s business, assets, or equity pursuant to and evidence presented of a bona fide acquisition transaction.

19) Waiver

In no event will any delay, failure or omission of a Party in enforcing, exercising or pursuing any right, claim or remedy under this Agreement be deemed as a waiver thereof, unless such right, claim or remedy has been expressly waived in writing.

No waiver by either Party of any default shall be deemed as a waiver of prior or subsequent default of the same or of other provisions of this Agreement.

20) Severability

If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.

21) Integration

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. This Agreement shall not be modified or amended except in a formal amendment in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

22) Headings

The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement.

23) Counterparts; Electronic Signature.

This Agreement may be signed in any number of counterparts with the same effect as if the signature on each such counterpart were upon the same instrument, and a facsimile transmission or electronic delivery of a manual signature (e.g., .pdf) shall be deemed to be an original signature.

24) Jurisdiction and Disputes

This Agreement shall be governed in accordance with English law without giving effect to the conflict of laws principles thereof. The exclusive forum to resolve any disputes under this Agreement shall be resolved under English law and the Parties all consent to the jurisdiction of such courts and hereby waive any jurisdictional or venue defences otherwise available to it.