Data Licensing Agreement

Last updated: 13 August  2025


PURPOSE

This is a Data License Agreement between Evidencity and its customer (“Customer”) and governs Customer’s use of Evidencity data. Evidencity may amend this Agreement at any time by posting a revised version on the Evidencity website. The revised version will be effective at the time Evidencity posts it. In addition, if the revised version includes a Substantial Change, Evidencity will provide Customer with 30 calendar days’ prior notice of the Substantial Change. Customer's continued use of Licensed Data following such notice constitutes acceptance of the updated terms. All capitalized terms are defined herein.


The parties hereby agree as follows:

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1. DEFINITIONS

"Licensed Data" means that you are licensing access to data. You are not purchasing ownership.


"Vetted Source Methodology" means Evidencity's proprietary research approach combining comprehensive data analysis, in-language desktop research by local experts, and AI-enhanced relationship mapping.


"Customer" means the licensed organization accessing Licensed Data under this Agreement.


"Substantial Change" means any modification, alteration, or update that materially affects the nature, scope, content, structure, or commercial value of the Licensed Data


2. LICENSE GRANT

2.1 Scope of License
Evidencity grants Customer a non-exclusive, non-transferable, revocable license to access and use Licensed Data solely for the purposes specified in the Agreement.


2.2 License Limitations
This is a data licensing arrangement, not a sale. Customer receives limited usage rights only. No ownership rights transfer to Customer.

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3. PERMITTED USES

The Customer is hereby granted a nonexclusive, worldwide, nontransferable license to receive, retain,
use, and modify licensed data and to create derivative products using the data. The data may only be
used for professional and business purposes on electronic devices operated by authorized users on
the Licensee's systems and networks. Making data discoverable does not constitute usage.


Commercial Use Fees: Commercial use incurs additional licensing fees as specified in proposals, Statements of Work, Letters of Engagement, Master Service Agreements or other, similar agreements.


Attribution Requirement: All commercial applications must provide appropriate attribution to Evidencity as the data source. Specific attribution requirements will be discussed and agreed upon on a case-by-case basis with Customer.


4. PROHIBITED USES

Customer may not publish, disseminate, re-distribute or share the data, or any part thereof, that
allows reverse engineering of part or all of the data. Customer may not offer the data, or any part
thereof, for sale, rent, license or commercial redistribution.


Customer shall not, and shall not permit third parties to:


Distribution Restrictions:

  • Sell, license, sublicense, or distribute Licensed Data as a standalone product
  • Provide raw Licensed Data to competitors or third-party data vendors
  • Create competing datasets that replicate Evidencity's methodology


Technical Restrictions:

  • Reverse engineer or attempt to discover underlying sources or algorithms
  • Remove, alter, or obscure proprietary notices or attribution requirements
  • Extract or systematically harvest Licensed Data for redistribution


Use Restrictions:

  • Use Licensed Data for unlawful purposes or in violation of applicable laws
  • Share Licensed Data outside Customer's authorized user base without written consent
  • Misrepresent the source, accuracy, or scope of Licensed Data


5. DATA OWNERSHIP AND INTELLECTUAL PROPERTY

5.1 Evidencity Ownership
Evidencity retains all right, title, and interest in Licensed Data, including all intellectual property rights. Licensed Data constitutes Evidencity's valuable proprietary information and trade secrets.


5.2 Methodology Protection
Customer acknowledges that Evidencity's Vetted Source Methodology and research processes are confidential and proprietary. No rights to replicate or reverse-engineer these methodologies are granted.


5.3 Customer Data
"Customer Data" means information provided by Customer to Evidencity, including: (a) Customer's internal business information, supply chain details, and operational data; (b) target entities, individuals, or geographic regions Customer requests Evidencity to research; (c) Customer's account information, user credentials, and communications with Evidencity; and (d) any personally identifiable information of Customer's employees or representatives.


Customer retains ownership of Customer Data. Evidencity may use Customer Data solely to: (i) deliver licensed services and fulfill Customer's requests; (ii) improve and enhance Evidencity's research methodology and data quality; and (iii) create anonymized, aggregated insights that do not identify Customer or specific Customer Data subjects.


GDPR Processing: Where Customer Data contains personal data of EU data subjects, Customer warrants it has obtained necessary consents or established other lawful basis for processing. Evidencity will process such personal data solely as data processor on Customer's documented instructions and in compliance with GDPR requirements.


6. DATA QUALITY AND UPDATES

6.1 Data Provenance Transparency
Evidencity provides transparency regarding data sources where possible without compromising source protection or methodology integrity.


6.2 Updates and Modifications
Licensed Data is continuously updated through ongoing research. Evidencity may modify data structure, format, or content without notice. No obligation exists to maintain backward compatibility.


6.3 Delivery Schedule (Annual licenses)
Initial delivery occurs within thirty (30) days of contract execution. Subsequent quarterly updates are delivered according to the following schedule:

  • Q1 updates: Before April 30
  • Q2 updates: Before July 31
  • Q3 updates: Before October 31
  • Q4 updates: Before January 31


6.4 No Warranties on Third-Party Information

Customer acknowledges that Evidencity obtains public records from various record repositories and other sources in various nations in the course of conducting its research. While Evidencity believes, and has undertaken reasonable measures to ensure, that the information is accurate, Customer acknowledges and agrees that Evidencity is not a guarantor of the accuracy or the authenticity of information gathered from third-party sources. Unless arising out of Evidencity’s breach of its obligations set forth in this Agreement, Customer assumes all risks of using any the data obtained through this agreement. Evidencity makes no representation that the information provided is factual or correct. Though Evidencity and its agents take commercially reasonable measures to source the most reliable and trustworthy information, research is based upon information obtained from local country sources and, in some cases, the information provided from these sources is subjective in nature. As such, Evidencity has no liability arising out of the inaccuracy of the information provided from these various country sources.


7. COMPLIANCE AND LEGAL REQUIREMENTS

7.1 Customer Compliance
Customer must use Licensed Data in compliance with all applicable laws, including:

  • Data protection and privacy regulations (GDPR, CCPA, etc.)
  • Export control and economic sanctions laws
  • Anti-money laundering and know-your-customer requirements
  • Industry-specific compliance obligations


7.2 GDPR and EU Data Protection
Where Licensed Data contains personal data of EU data subjects or where Customer processes such data in connection with the Licensed Data:

(a) Data Processing Roles: Customer acts as data controller for its use of Licensed Data. Evidencity acts as data processor when processing Customer Data containing personal data.

(b) Lawful Basis: Customer represents that it has established appropriate lawful basis under GDPR Article 6 for processing personal data using Licensed Data, including legitimate interests assessments where applicable.

(c) Data Subject Rights: Customer shall handle all data subject requests (access, rectification, erasure, portability, restriction) related to its use of Licensed Data. Evidencity will reasonably assist Customer in responding to such requests concerning Customer Data.

(d) Data Transfers: Any transfer of personal data outside the EU/EEA will be subject to appropriate safeguards under GDPR Chapter V, including Standard Contractual Clauses or adequacy decisions where applicable.

(e) Data Retention: Customer shall not retain personal data from Licensed Data longer than necessary for the stated purposes and shall implement appropriate retention schedules.

(f) Breach Notification: Each party shall notify the other within 72 hours of becoming aware of any personal data breach involving data processed under this Agreement.


7.3 Export Control
Licensed Data may be subject to U.S. export control laws. Customer agrees to comply with all applicable export regulations and restrictions.


8. LICENSING TIERS AND PRICING STRUCTURE

8.1 Internal Use License
Grants Customer the right to use the Licensed Data solely for internal operations, including risk assessment and compliance activities, within Customer’s organization. Redistribution or external use is prohibited.


8.2 Commercial Use License

Grants Customer the right to incorporate the Licensed Data into Customer’s products, services, or platforms for the benefit of end users. Commercial use requires a separate license and additional fees beyond the Internal Use License.


8.3 Premium Attributes
Certain data attributes (including contact information, enhanced relationship mapping, and real-time updates) constitute premium offerings subject to additional fees and separate licensing terms.


8.4 Pricing Supersession
This Agreement supersedes all prior data licensing agreements between the Parties. At Evidencity’s sole discretion, credits for prior payments may be applied toward fees under this Agreement.


9. CONFIDENTIALITY AND SECURITY

9.1 Confidentiality Obligations
Customer shall maintain confidentiality of Licensed Data and implement appropriate administrative, physical, and technical safeguards to prevent unauthorized access, use, or disclosure.


9.2 Security Standards
Customer shall implement industry-standard security measures commensurate with the sensitivity of Licensed Data, including access controls, encryption, and monitoring.


9.3 Breach Notification
Customer shall immediately notify Evidencity of any unauthorized access or disclosure of Licensed Data.


10. PAYMENT AND PRICING

10.1 Licensing Fees
Fees for Licensed Data access are specified in the applicable commercial agreement or published pricing schedule. Customer shall pay Fees to Evidencity for the licenses as stated in writing, whether via proposal, engagement letter or statement of work (SOW) or as otherwise agreed between the parties. Fees paid are not refundable. Evidencity may amend fees by providing Customer with 30 days’ prior notice.  Licensing fees increase automatically each anniversary year to account for added value and data enhancements, and for annual inflation. During the fourth quarter of each calendar year, Evidencity will assess: (a) the expansion of Licensed Data, including increased number of subjects and enhanced coverage; and (b) standard inflationary adjustments to the greater of (1) seven percent, or (2) CPI. The combined dataset growth and inflation adjustments will be applied to the following year's pricing.


10.2 Payment Terms
Payment is due within thirty (30) days of invoice date unless otherwise specified. Late payments incur 1.5% monthly compound interest.


11. TERM AND TERMINATION

11.1 Term

As specified in the Letter of Engagement, this Agreement is effective on the Effective Date, will remain in effect for the term specified in the Letter of Engagement, and renews automatically for additional and successive Renewal Terms.  If the length of the Renewal Term is not specified in the letter of engagement, then each Renewal Term will be 12 months. This license remains effective until terminated by either party.


11.2 Termination

Either party may terminate this Agreement at the end of a Term by providing the other party with written notice of its intent to terminate at least 30 days prior to the end of such Term. Notices to Evidencity for this purpose must be sent to legal@evidencity.com to be effective.


11.2 Termination for Breach

Either party may suspend performance or terminate this Agreement if the other party is in material breach of this Agreement, and the breach is not cured within 30 days of being provided with written notice of the breach. Either party may immediately terminate this Agreement if the other party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors. Evidencity may immediately suspend performance or terminate this Agreement if Evidencity determines in its sole discretion that Customer’s use of the data creates excessive regulatory, security, financial, or reputational risk.


11.3 Effect of Termination
Upon termination, Customer shall:

  • Immediately cease all use of Licensed Data
  • Return or destroy all copies of Licensed Data upon Evidencity's request
  • Provide written certification of compliance with destruction requirements
  • Pay all outstanding amounts due under this Agreement


11.4 Survival
Sections 4 (Prohibited Uses), 5 (Ownership), 9 (Confidentiality), 12 (Disclaimers), 13 (Limitation of Liability), and 15 (Governing Law) survive termination.


12. DISCLAIMERS AND WARRANTIES

12.1 "AS IS" Provision
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT OR A SOW: LICENSED DATA IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW; EVIDENCITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; CUSTOMER ACKNOWLEDGES THAT EVIDENCITY DOES NOT WARRANT THAT THE LICENSED DATA WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE. NO INFORMATION OR ADVICE OR DOCUMENTS OR RECORDS OBTAINED BY CUSTOMER FROM EVIDENCITY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.


12.2 No Guarantee of Accuracy
While Evidencity employs rigorous methodology, we do not warrant absolute accuracy of all Licensed Data, particularly information sourced from third parties or challenging jurisdictions.


12.3 Data Completeness Limitations
Evidencity employs sound research methodology and vetted source practices; however, we cannot guarantee that every subject in Licensed Data will have a complete profile. Data completeness may be limited by: (a) varying information availability across different jurisdictions; (b) local laws restricting access to certain records or information; (c) international data privacy regulations and norms; (d) source accessibility in challenging markets; and (e) the inherent limitations of available public and permissible private information sources.


12.4 Customer Assumption of Risk
Customer assumes all risks associated with using Licensed Data for business decisions and operations.


13. LIMITATION OF LIABILITY

13.1 No Consequential Damages
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR REPUTATIONAL DAMAGE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


13.2 Liability Cap
EVIDENCITY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR LICENSED DATA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.


13.3 Essential Purpose
These limitations reflect the allocation of risk given the nature and pricing of Licensed Data services. The parties acknowledge that these limitations are fair and reasonable and an essential element of the bargain between the parties.


13.4 Separate Agreements
This Agreement may be executed in conjunction with separate commercial agreements. In case of conflict between liability provisions, the most restrictive limitations shall apply to protect Evidencity.


14. INDEMNIFICATION

Customer agrees to indemnify and hold harmless Evidencity from claims arising from:

  • Customer's breach of this Agreement
  • Customer's unauthorized use or distribution of Licensed Data
  • Customer's violation of applicable laws in using Licensed Data
  • Actions taken by Customer based on Licensed Data


15. GOVERNING LAW AND DISPUTES

15.1 Governing Law
This Agreement is governed by Maryland law without regard to conflict of law principles.


15.2 Jurisdiction
Maryland state and federal courts have exclusive jurisdiction over disputes arising under this Agreement.


15.3 Jury Trial Waiver
Both parties waive the right to jury trial for any disputes arising under this Agreement.


16. GENERAL PROVISIONS

16.1 Relationship with Other Agreements
This Agreement may be executed in conjunction with separate letters of engagement, statements of work, or other commercial agreements. This Agreement governs all data licensing aspects and shall be incorporated by reference into such other agreements.


16.2 Amendment
This Agreement may only be amended in writing signed by both parties.


16.3 Assignment
Customer may not assign this Agreement without Evidencity's prior written consent.


16.4 Severability
If any provision is deemed unenforceable, the remainder of this Agreement remains in full force.


16.5 Force Majeure
Neither party is liable for delays caused by circumstances beyond reasonable control.


16.6 Notices
All notices must be in writing and delivered to the addresses specified in the applicable commercial agreement.


17. CONTACT


For data licensing inquiries: Schedule Discovery Call