Data Licensing Agreement

Last updated: September  2026


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.


“Commercial Use” means any use of Licensed Data that:
(a) is provided to or accessed by third parties;
(b) is embedded in or supports any product, service, or deliverable offered to third parties; or
(c) directly or indirectly generates revenue or commercial benefit.


"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. If Customer does not agree to a Substantial Change, Customer may terminate this Agreement by providing written notice prior to the effective date of such Substantial Change.


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 analyze Licensed Data, and to create derivative products and reports using the data solely for Customer's internal purposes. Any such derivative products remain subject to the restrictions herein and shall not be redistributed without Evidencity's written consent. 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. Any use of Licensed Data that constitutes Commercial Use requires a valid Commercial Use License under Section 8.2.  Use of Licensed Data to support, enhance, or enable any revenue-generating activity, including analytics, scoring, advisory services, or decision-making tools provided to third parties, shall constitute Commercial Use, regardless of whether Licensed Data is directly disclosed.


Attribution Requirement: Customer shall provide attribution to Evidencity in any Commercial Use of Licensed Data in a form reasonably specified by Evidencity, unless otherwise agreed in writing. If requested by Evidencity, 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 provide third parties with access to Licensed Data, or to any systems, platforms, dashboards, or applications that are powered by or incorporate Licensed Data, except as expressly permitted under a Commercial Use License.


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
  • Access or use Licensed Data through automated means, including APIs, scripts, or other programmatic methods, except as expressly authorized in writing by Evidencity. Any permitted API access shall be subject to usage limits, access controls, and additional fees as specified by Evidencity.


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
Evidencity may modify data structure, format, or content. Evidencity will use commercially reasonable efforts to provide notice of material changes to data structure or format that would materially affect Customer's use, though no obligation exists to maintain backward compatibility. Content updates and enhancements may be made without advance notice.


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.


7.4 Audit Rights
Evidencity may, upon reasonable notice and no more than once per year, audit Customer’s use of Licensed Data to verify compliance with this Agreement. Customer shall cooperate and provide reasonable access to relevant records and systems.


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 each calendar year, Evidencity will assess annual adjustments, comprising: (a) dataset expansion; and (b) inflation adjustments to the greater of (1) seven percent, or (2) CPI. The combined dataset growth and inflation adjustments will be applied to the following schedule'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.


11.3 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.


11.4 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


11.5 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 its Vetted Source Methodology and applies rigorous research standards, Licensed Data may be incomplete or subject to limitations inherent in third-party sources, including those from challenging jurisdictions. Accordingly, Evidencity does not warrant or guarantee the absolute accuracy or completeness of Licensed Data.


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 Exclusion of Consequential and Related Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE LICENSED DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVIDENCITY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE LICENSED DATA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES IN THE AGGREGATE TO ALL CLAIMS AND CAUSES OF ACTION.


13.3 Essential Purpose
The parties acknowledge and agree that the limitations and exclusions of liability set forth in this Agreement reflect a reasonable and bargained-for allocation of risk between the parties in light of the nature of the Licensed Data and the fees charged hereunder. The parties further agree that such limitations and exclusions are fair and reasonable and constitute an essential basis of the bargain between the parties, and that Evidencity would not enter into this Agreement absent such limitations.


13.4 Separate Agreements
This Agreement may be entered into in connection with one or more separate, ancillary commercial agreements between the parties. In the event of any conflict or inconsistency between the liability provisions set forth herein and those contained in any such agreement, the provision imposing the most restrictive limitation of liability shall govern, to the extent necessary to afford the maximum protection to 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

This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located within the State of Maryland for the adjudication of any such dispute, and waives any objection based on improper venue or forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


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 Licensed Data licensing aspects. If Customer 

enters into a separate Master Services Agreement or SOW with Evidencity, this Data Licensing Agreement shall apply to all Licensed Data components, and in the event of conflict, the provisions most protective of Evidencity's IP and data restrictions shall control.


16.2 Amendment
This Agreement may not be amended, modified, or supplemented except by a written instrument expressly stating that it amends this Agreement and executed by duly authorized representatives of both parties, including by electronic signature.


16.3 Assignment
Customer shall not assign, delegate, or otherwise transfer this Agreement, in whole or in part, whether by operation of law or otherwise (including by merger, acquisition, reorganization, or sale of substantially all assets), without the prior written consent of Evidencity, such consent not to be unreasonably withheld, conditioned, or delayed. Any purported assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.


16.4 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible to not affect the intent of the parties, and the remaining provisions of this Agreement shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid and enforceable provision that most closely reflects the parties’ original intent.


16.5 Force Majeure
Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, failures of utilities or telecommunications networks, or governmental actions (“Force Majeure Event”). The affected party shall promptly notify the other party of the occurrence of any Force Majeure Event and use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.


16.6 Notices
All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by electronic mail (with confirmation of transmission), in each case to the addresses or contact details set forth in the applicable commercial agreement (or to such other address as a party may designate by notice in accordance with this Section).


17. CONTACT


For data licensing inquiries: Schedule Discovery Call