Relative Insight Inc

These are the terms and conditions (Terms) for Relative Insight Inc., a Delaware company (Relative Insight) in relation to the Services they will provide.

These Terms, together with the Quote, comprise the agreement between Relative Insight and Customer for the Services (“Agreement”). In the event of a conflict, the Quote will take precedence over the Terms.

DEFINITIONS & INTERPRETATION

Add-Ons: optional discrete supplementary support services which are separate from Relative Insight Core and Advanced Modules which may include, but are not limited to: professional services, data collection, manipulation or analysis, training, set up or custom configurations, as may be further described or detailed in the Quote.

Advanced Modules: the optional advanced modules, plus associated services, which enhance Relative Insight Core, each to be purchased separately, and which currently include RI Customer Themes and Heartbeat, RI Accelerator.AI, RI Flow and Scoreboard, plus required professional services for initial set up and training as may be further described or detailed in the Quote.

Aggregated Usage Data: data generated by Relative Insight relating to the performance, operation, or use of the Services in the aggregate and in a de-identified form that does not identify Customer or any individual, and which does not include any Customer Confidential Information or Personal Data.

Applicable Law: all applicable laws, statutes, and regulations in force from time to time.

Authorized Users: those employees, agents or independent contractors of Customer, who are authorized by Customer to receive the Services.

Business Day: any day other than a Saturday, Sunday or public holiday in the state of Delaware or the state in which the Customer is located, when banks are generally open for business.

Business Hours: means 9am – 5pm on a Business Day.

Confidential Information: all information relating to the business, assets, affairs, know-how, technical information, product information (including the Deliverables), trade secrets, suppliers or customers of either party, or the provision of the Services whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential” but excluding information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.

Customer: the party engaging Relative Insight to provide the Services, as detailed on the corresponding Quote.

Customer Data: all data, information, and content inputted by the Customer, Authorised Users, or Relative Insight on the Customer’s behalf for the purpose of using or facilitating use of the Services, excluding any Aggregated Usage Data or De-Identified Analytics.

Customer IPR: all IPR subsisting in or relating to materials provided by Customer to Relative Insight (including Customer Data) for the purpose of providing the Services.

Data Protection Legislation: all applicable laws and regulations relating to the processing, protection, or privacy of personal data, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction and other U.S. state privacy laws, where applicable. For example, in California this shall include the California Consumer Privacy Act as amended by the California Privacy Rights Act (California Civil Code 798.100 to 1798.199) and its implementing regulations, as amended or superseded from time to time.)

Data Source: the original data collection source of Customer Data that can be uploaded to the Software, whether collected by the Customer or Relative Insight. For example, a survey platform, transcript source, social media platform, review website, community forums.

De-Identified Analytics: statistical, performance, or usage data derived by Relative Insight through the processing of Customer Data, provided that such data has been aggregated and/or anonymised so that it does not and cannot reasonably be used to identify the Customer, any individual, or reveal any Confidential Information or Personal Data. De-Identified Analytics excludes any raw or identifiable Customer Data.

Deliverables: the reports, analysis, outputs and summaries relating to the Services which are produced by or from the Software.

Documentation: any documents made available to Customer by Relative Insight either directly or online via https://relativeinsight.com.

Fair Use: Reasonable usage of the Software is deemed to be up to 10 million words of text data uploaded for analysis in a given calendar month. Relative Insight reserves the right to charge an additional fee of $6,000 for every 1 million words uploaded over this limit.

Fees: means the fees for the Services as detailed in the Quote.

Free Trial Period: a period of time specified by Relative Insight during which the Customer may receive Relative Insight Core without any requirement for payment by way of Fees, as described and detailed on any Quote or other communication from Relative Insight to the Customer (including by email).

Free Trial Services: as defined at Section 14.

Incident any Vulnerability, Virus or security incident which:

(a) may affect the Software or the Services;

(b) may affect Relative Insight’s network and information systems, such that it could potentially affect the Software or the Services; or

Initial Subscription Term: a minimum period as set out in an Quote or as otherwise agreed between the parties from the Start Date, as set out in the Quote.

Intellectual Property Rights (IPR): all patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, including algorithms, screens, interfaces, functionalities, computer code, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Quote: the Quote or quote document incorporating these Terms specifying the Services agreed by the parties.

Personal Data: as defined in the Data Protection Legislation.

Relative Insight Core: the core service of subscription to the Software, providing access to the “Data Discovery” and “Explore” modules, one Use Case data set analysing up to 2 Data Sources for up to 3 Authorized users, Fair Use word processing limit and required professional services for initial set up and onboarding, as may be further described, varied or detailed in the Quote.

Relative Insight IPR: all IPR subsisting in or relating to the Services, Software and the Deliverables including any modifications, improvements, and anything else that may be developed or created by Relative Insight from time to time, including anything created during the provision of the Service.

Renewal Period: has the meaning given in Section 3.1.

Service/s: the services provided by Relative Insight to Customer pursuant to this Agreement, which will comprise Relative Insight Core as a minimum, and may also include Advanced Modules and Add-Ons, where agreed by the parties pursuant to this Agreement.

Software: the online text analysis software applications made available by Relative Insight as part of provision of the Services, as applicable.

Start Date: as set out in the Quote.

Term: the Initial Subscription Term together with any subsequent Renewal Periods.

Use Case: a specific business objective, campaign, or project defined in the Quote for which Relative Insight’s text analysis is applied to extract insights from specified Data Sources. Each Use Case is treated as a distinct and separate engagement for the purposes of scope, pricing, and Deliverables.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

Any words in this Agreement following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the meaning of the words preceding those terms.

1. SERVICES

1.1 The Customer will specify in the Quote whether it wishes to commit to Advanced Modules or Add-Ons in addition to Relative Insight Core.

1.2 For the avoidance of doubt, once the Quote is accepted by both parties in the manner specified by Relative Insight, it will form a binding contract between the parties and will form part of the Agreement.

1.3 Customer may at any point during the Term, request Advance Modules and/or Add-Ons, as agreed by the parties in a further Quote. Such Advance Modules and/or Add-Ons will then be included in the definition of Services for the purposes of this Agreement and be subject to all terms herein.

1.4 Advance Modules and Add-Ons will be delivered to the Customer through to the expiry of the Initial Subscription Term or the Renewal Period (as applicable) unless otherwise stated in the further Quote. At the expiry of the Initial Subscription Term or the Renewal Period (as applicable), any licenses in relation to the Advance Modules and/or Add-Ons will automatically carry over into the Renewal Period(s) unless expressly terminated.

2. GRANT OF RIGHTS

2.1 Subject to and on condition of Customer’s and Authorized Users’ compliance with all terms and conditions of the Agreement, and subject to payment of Fees, Relative Insight hereby grants to Customer:

2.1.1 a non-exclusive, non-transferable (except in compliance with Section 16.1) right and licence, without the right to grant sublicences, to access and use the Software and the Documentation during the Term to the extent necessary to receive the Services and for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use; and

2.1.2 a non-exclusive, non-transferable (except in compliance with Section 16.1), non-sublicensable, royalty-free perpetual license to use the Deliverables for for Customer’s internal business purposes only and not for onward sale or external publication.

2.2 Subject to Section 16.1, the rights provided under this Section 2 are granted to Customer only, and shall not be considered granted to any affiliate in Customer’s group without Relative Insight’s express written agreement which it may withhold in its absolute discretion.

2.3 Relative Insight reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title or interest in or to Relative Insight IPR.

2.4 The Customer shall not, and shall ensure that any Authorized Users shall not, access or make available the Software, or use the Deliverables or Documentation in any way which is not expressly permitted in these Terms.

2.5 The Customer shall not and shall procure that no Authorized Users shall copy in any way, or seek to recreate, any aspect of the Software or the Services. Any breach of this Term shall be material and Relative Insight may request that the Customer immediately ceases use of any Deliverable or Documentation, or immediately ceases access to the Software.

2.6 Customer shall indemnify, keep indemnified and hold harmless Relative Insight in full for any breach of this Section 2.

TERM AND TERMINATION

3.1 This Agreement shall commence on the Start Date and shall continue in accordance with the Initial Subscription Term and thereafter shall be automatically renewed for the same time period as set out in the Initial Subscription Term for successive renewal periods (each a “Renewal Period”), unless terminated earlier in accordance with this Section 3.

3.2 Either party may terminate this Agreement with immediate effect by giving written notice to the other party only if:

3.2.1 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;

3.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;

3.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

3.2.4 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; or

3.2.5 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

3.3 Relative Insight may terminate this Agreement with immediate effect by giving written notice to Customer if:

3.3.1 Customer fails to pay any amount due under this Agreement within 7 days of the due date for payment; or

3.3.2 Customer breaches any of the usage restrictions in Section 5 (Customer’s obligations).

3.4 Customer may terminate the Agreement by providing Relative Insight with at least one month’s written notice prior to the end of the Initial Subscription Term or Renewal Period (as applicable). For the avoidance of doubt, in the absence of any such notice being served, the Agreement shall continue as described at Section 3.1.

3.5 On renewal, Relative Insight Core plus all Advance Modules and Add-Ons previously provided will carry over into the Renewal Period(s).

4. RELATIVE INSIGHT’S RESPONSIBILITIES

4.1 Relative Insight shall, during the Term, provide the Services and make available the Documentation and deliver the Deliverables to Customer on and subject to the terms of this Agreement.

4.2 Subject to Section 4.6, Relative Insight warrants that the Software and Deliverables will conform in all material respects with the requirements per the Quote.
4.3 The warranty at Section 4.2 shall not apply to the extent of any non-conformance which is caused by use of the Software or Deliverables or any other aspect of the Service contrary to Relative Insight’s instructions, or modification or alteration of the Software or Deliverables by any party other than Relative Insight or Relative Insight’s duly authorized contractors or agents. If the Software or Deliverables or any other aspect of the Services do not conform with the foregoing warranty, Relative Insight will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Customer’s sole and exclusive remedy and Relative Insight’s sole liability for any breach of the warranty set out in Section 4.2.

4.4 If Relative Insight’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Relative Insight shall be allowed an extension of time to perform its obligations equal to the delay caused by Customer and will not be liable for any impact on the Customer as a result of any such delay.

4.5 Relative Insight warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
4.6 Relative Insight does not warrant that:
4.6.1 Customer’s use of the Services will be uninterrupted or error-free; or
4.6.2 that the Services or Deliverables will meet Customer’s requirements or be fit for a particular purpose.

4.7 Except as expressly and specifically provided in this Agreement:

4.7.1 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from this Agreement; and

4.7.2 the Services, Documentation and Deliverables are provided to Customer on an “as is” basis.

4.8 EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 4, ALL SERVICES, DOCUMENTATION AND DELIVERABLES ARE PROVIDED “AS IS” AND RELATIVE INSIGHT DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, RELATIVE INISIGHT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DELIVERALBES OR DOCUMENTATION WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE OR ERROR FREE. THE FOREGOING WARRANTIES DO NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

4.9 Relative Insight shall be entitled to delete the source files that Customer uploads to the Software within 7 days of upload without notice to the Customer.

5. CUSTOMER’S OBLIGATIONS

5.1 Customer is responsible and liable for all uses of the Services, Documentation and Deliverables resulting from access provided by Customer to any third party, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. Customer shall, and shall procure that its Authorized Users shall:

5.1.1 co-operate with Relative Insight in all matters relating to the Services, including providing necessary instructions, research criteria and support to enable Relative Insight to carry out its obligations under the Agreement;

5.1.2 without affecting its other obligations under this Agreement, comply with all Applicable Law with respect to its activities under this Agreement;

5.1.3 ensure that the Authorized Users use the Services, Documentation and Deliverables in accordance with the Terms and any Authorized User’s breach of this Agreement shall be deemed to be a breach by Customer;

5.1.4 obtain and shall maintain all necessary licences, consents, and permissions necessary for Relative Insight, its contractors and agents to perform their obligations under this Agreement;

5.1.5 use all reasonable endeavours to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Relative Insight;

5.1.6 have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data; and

5.1.7 ensure that it owns all rights in the Customer IPR and Customer Data.

5.2 In relation to the Authorized Users, Customer undertakes that:

5.2.1 the maximum number of Authorized Users that it authorises to access and use the Services shall not exceed the number set out in the Quote except as expressly agreed to in writing by the parties and subject to payment of the additional fees in accordance with Section 7;

5.2.2 it will not allow more than one person to access each Authorized User account unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services and/or Deliverables;

5.2.3 each Authorized User shall keep a secure password for their use of the Services, and that such password shall be kept confidential; and

5.2.4 it shall maintain a written, up to date list of current Authorized Users and provide such list to Relative Insight within 5 Business Days of Relative Insight’s written request.

5.3 Customer shall permit Relative Insight or its designated auditor to audit the Services to establish the name and password of each Authorized User to audit compliance with this Agreement. Each audit may be conducted no more than once per year unless misuse is suspected and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Customer’s normal conduct of business. Relative Insight shall be responsible for the costs of the audit unless the audit reveals that Customer has underpaid Relative Insight pursuant to Section 5.3.2;

5.3.1 if any of the audits referred to in Section 5.3 reveal that any password has been provided to any individual who is not an Authorized User, then without prejudice to Relative Insight’s other rights, Customer shall promptly disable such passwords and Relative Insight shall not issue any new passwords to such individual; and

5.3.2 if any of the audits referred to in Section 5.3 reveal that Customer has underpaid fees to Relative Insight, then without prejudice to Relative Insight’s other rights, Customer shall pay to Relative Insight an amount equal to such underpayment as calculated in accordance with Relative Insight’ prices set out in the Quote within 10 Business Days of the date of the relevant audit.

5.4 Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

5.4.1 knowingly introduce or permit the introduction of any Virus or Vulnerability into Relative Insight’s network and information systems;

5.4.2 knowingly upload, or request that Relative Insight uploads, to the Software any material that:

(a) is unlawful, harmful, defamatory, obscene, threatening, infringing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory;

(f) infringes upon human rights or privacy rights;

(g) is to be used to support or promote unlawful discrimination, hate speech, harassment, or abuse;

(h) is to be used in connection with disinformation campaigns or the intentional spread of false or misleading information or

(i) is otherwise illegal or causes damage or injury to any person or property;

5.4.3 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Deliverables (as applicable) in any form or media or by any means;
5.4.4 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise attempt to gain access to any software component of the Services or reduce to human-perceivable form all or any part of the Software;
5.4.5 access all or any part of the Services and Deliverables in order to build a product or service which competes with the Services; or
5.4.6 use the Services and/or Deliverables to provide services to third parties unless expressly agreed in writing in advance;
5.4.7 subject to Section 16.1 , license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Deliverables available to any third party except the Authorized Users unless expressly agreed in writing in advance; or
5.4.8 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Deliverables, other than as expressly provided for in this Agreement.

5.5 The Customer shall notify Relative Insight immediately of any Incidents.

5.6 Relative Insight reserves the right, without liability and without prejudice to its other rights against Customer, to disable Customer’s access in the event of any breach of this Section.

5.7 The Customer acknowledges that any delay caused by the Customer failing to fulfil any of its obligations under this Agreement may mean that Relative Insight needs to adjust any agreed timescales and could lead to an increase in the Fees.

6. FEES AND PAYMENT

6.1 In consideration of the provision of the Services by Relative Insight, Customer shall pay the Fees for the Services for the Initial Subscription Term and for each Renewal Period (as applicable), without offset or deduction, in advance and within 30 days of an invoice being raised to a bank account nominated in writing by Relative Insight from time to time.

6.2 The Fees are based on reasonable usage as per the Fair Use limits and Relative Insight reserves the right to charge the additional fees where these are exceeded.

6.3 If Customer fails to pay Relative Insight any amount due, Relative Insight may, in its sole discretion:

6.3.1 charge interest at an annual rate equal to 3% over the then current base lending rate of Relative Insight’s bankers in the US from time to time commencing on the due date and continuing until fully paid whether before or after judgment; and

6.3.2 suspend all or part of the Services until payment has been made in full.

6.4 All sums are:

6.4.1 payable in US dollars; and

6.4.2 All sums quoted under this Agreement are exclusive of applicable sales, use, excise, or other taxes levied by federal, state, or local authorities. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Relative Insight’s income. Relative Insight Inc. will collect and remit sales tax where required by law. If Customer is tax-exempt, a valid exemption certificate must be provided prior to invoice issuance. Failure to provide such documentation may result in sales tax being added to the invoice.

6.5 All amounts payable by the Customer under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding, except as required by Applicable Law. If the Customer is required by Applicable Law to make any deduction or withholding in respect of tax or otherwise from any payment due to Relative Insight, the amount payable by the Customer shall be increased to the extent necessary to ensure that Relative Insight receives a sum equal to the amount it would have received had no such deduction or withholding been made. The Customer shall provide Relative Insight with appropriate evidence of any such withholding and payment to the relevant tax authority promptly upon request.

6.6 After the Initial Subscription Term and no more than once per Renewal Period, on 30 days’ notice Relative Insight shall be entitled to increase the fees payable under the Agreement in line with the percentage increase in the Consumer Prices Index over the preceding 12-month period or up to 10% (whichever is the greater).

6.7 Where Customer requires invoices to reference Customer’s purchase order number, Customer agrees to provide its purchase order to Relative Insight within 7 days of signature of the corresponding Quote. All terms, conditions, or provisions which may appear as pre-printed language or otherwise be inserted within any purchase order shall be of no force and effect and acceptance of a purchase order will not constitute a written instrument modifying the Agreement. Failure to provide a PO shall not delay payment obligations.

6.8 Where the Customer requires use of a designated invoicing platform (such as Coupa or Ariba), the Customer shall notify Relative Insight and provide the necessary access and instructions. Relative Insight will comply with such process provided that it does not materially delay payment or impose unreasonable administrative burdens.

7. ADDITIONAL USER SUBSCRIPTIONS

7.1 Subject to Section 7.2, Customer may, from time to time during the Term, increase the number of Authorized Users set out in the Quote and Relative Insight shall in its discretion grant access to the Services, Documentation and Deliverables to such additional Authorized Users in accordance with the provisions of this Agreement.

7.2 If Customer wishes to increase the number of Authorized Users, Customer shall notify Relative Insight in writing. If Relative Insight approves Customer’s request, Customer shall, within 30 days of the date of Relative Insight’s invoice, pay the relevant Fees for such additional Authorized Users which, if purchased part way through the Initial Subscription Term or any Renewal Period (as applicable), shall be pro-rated from the date of activation by Relative Insight for the remainder of the Initial Subscription Term or Renewal Period (as applicable).

8. INTELLECTUAL PROPERTY OWNERSHIP

8.1 Relative Insight shall retain ownership of all Relative Insight IPR and Customer shall retain ownership of all Customer IPR. The only IPR granted to either party are as expressly stated in this Agreement.

8.2 Relative Insight warrants that it has all the rights in relation to the Services, Documentation and the Deliverables that are necessary to grant the rights it purports to under this Agreement and that their use by Customer in accordance with the Terms shall not infringe the IPR of third parties or Applicable Law.

8.3 Customer shall retain ownership of all Customer IPR.

8.4 Customer warrants that it has all the rights in the Customer Data that are necessary to grant the licence in Section 8.5 to Relative Insight, and that the use of Customer Data in providing and receiving the Services under the Agreement does not and shall not infringe the IPR of third parties or Applicable Law.

8.5 Customer hereby grants Relative Insight a fully paid-up, non-exclusive, royalty-free licence to use Customer Data as necessary to provide the Services to Customer for the term of this Agreement.

8.6 Relative Insight shall have the right to collect and analyse data relating to the performance, configuration, and usage of the Services, including metadata and technical logs, but excluding Customer Data, for the purposes of security, support, and product improvement. Such data may be used and disclosed by Relative Insight in the form of Aggregated Usage Data or De-Identified Analytics in connection with its business, provided that such data does not include any Personal Data, Confidential Information, or identifiable elements of Customer Data.

8.7 For the avoidance of doubt, nothing in this Agreement shall prevent Relative Insight from using its pre-existing materials, templates, methodologies, algorithms, know-how, or tools in connection with the Services. Where such materials are incorporated into the Deliverables, Customer shall have a non-exclusive, non-transferable, royalty-free, perpetual licence to use them solely as part of the Deliverables for its internal business purposes.

8.8 Relative Insight may process Customer Data to generate De-Identified Analytics for the purpose of developing, improving, and enhancing its Services, algorithms, and models, including for training proprietary AI models. Such processing shall be conducted in accordance with Applicable Law and shall not result in the disclosure of any Personal Data, Customer Confidential Information, or any information that directly or indirectly identifies the Customer or any individual. Customer may opt out of such use via the Quote or upon written notice to Relative Insight.

9. IPR INDEMNITIES

9.1 Relative Insight shall defend Customer against any claim that Customer’s use of the Documentation or Deliverables in accordance with this Agreement infringes any third party’s IPR and shall indemnify Customer for any amounts awarded against Customer in judgment or settlement of such claims, provided that:

9.1.1 Relative Insight is given prompt notice of any such claim;

9.1.2 Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Relative Insight in the defense and settlement of such claim, at Relative Insight’s expense; and

9.1.3 Relative Insight is given sole authority to defend or settle the claim.

9.2 In the defense or settlement of any claim pursuant to Section 9.1, Relative Insight may procure the right for Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to Customer and provide a pro-rated refund in respect of any Services paid for but not received, without any other liability to Customer under the Agreement or otherwise.

9.3 In no event shall Relative Insight, its employees, agents and sub-contractors be liable to Customer to the extent that the alleged infringement is based on:

9.3.1 a modification of the Services, Documentation or Deliverables by anyone other than Relative Insight;

9.3.2 Customer’s use of the Services, Documentation or Deliverables in a manner contrary to the instructions given to Customer by Relative Insight; or

9.3.3 Customer’s continued use of the Services, Documentation or Deliverables after notice of the alleged or actual infringement from Relative Insight or any appropriate authority.

9.4 Customer shall defend Relative Insight against any claim that Relative Insight’s use of Customer Data (including, where instructed by Customer/its Authorized Users, Relative Insight’s collection of Customer Data) and/or Customer IPR in accordance with this Agreement infringes any third party’s IPR and shall indemnify Relative Insight for any amounts awarded against Relative Insight in judgment or settlement of such claims, provided that:

9.4.1 Customer is given prompt notice of any such claim;

9.4.2 Relative Insight does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Customer in the defense and settlement of such claim, at Customer’s expense; and

9.4.3 Customer is given sole authority to defend or settle the claim.

9.5 This Section 9 sets out each party’s sole remedies and sole liabilities and obligations respectively for any actual, threatened, or alleged claims that the Services, Documentation or Deliverables (in the case of Relative Insight) or Customer materials including but not limited to Customer Data (in the case of Customer) infringes, misappropriates, or otherwise violates any IPR of any third party.

10. DATA PROTECTION

10.1 Where the parties have agreed that Customer may upload Customer Data that contains Personal Data to the Software for analysis as part of the Services and Customer has signed Relative Insight’s data processing agreement, the terms of the data processing agreement will apply in addition to these Terms.

10.2 In all other cases, Customer warrants that any Customer Data it uploads to the Software (or provides to Relative Insight to upload) will not contain any Personal Data.

10.3 The Customer shall indemnify, keep indemnified and hold harmless Relative Insight in full for any breach of the warranty in Section 10.2, and any associated data loss, corruption or breach.

10.4 Relative Insight shall implement and maintain appropriate technical and organisational measures to safeguard Customer Data against unauthorized or unlawful access, use, disclosure, alteration, or destruction. Such measures shall be consistent with industry best practices and include administrative, physical, and technical controls designed to ensure a level of security appropriate to the risk. Relative Insight is ISO27001 certified and maintains an information security management system aligned with that standard. Further details of Relative Insight’s information security practices are available upon request.

11. CONFIDENTIALITY

11.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any Confidential Information of the other party.

11.2 Each party may disclose the other party’s Confidential Information to its employees, officers, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement, provided anyone to whom it discloses Confidential Information is subject to similarly restrictive confidentiality provisions; or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

11.4 Neither party shall make, or permit any person to make, any public announcement concerning this Agreement or otherwise publicise the relationship without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, regulation, or any governmental, regulatory or supervisory authority (including any relevant securities exchange or court of competent jurisdiction).

Notwithstanding the foregoing, Customer grants Relative Insight a non-exclusive, royalty-free, worldwide licence for the Term of the Agreement (including any Renewal Periods) to use Customer’s name and logo solely for the purpose of identifying Customer as a client in Relative Insight’s marketing, promotional, and sales materials, including on its website, social media channels, presentations, and printed collateral. Relative Insight shall comply with any reasonable brand usage guidelines provided by Customer and shall cease such use within 30 days of a written request by Customer. Any detailed use or case study shall be subject to Customer’s prior written approval (not to be unreasonably withheld or delayed).

11.5 Each party acknowledges and agrees that a breach or threatened breach by either party of its obligations under this Section 11, or in the case of Customer, Section 5.4, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in such event, the affected party will be entitled to equitable relief.

11.6 On the expiration or termination of the Agreement, on request the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or otherwise shall securely destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed, except to the extent retention is required by Applicable Law or for routine back-up/archive purposes.

12. LIMITATION OF LIABILITY

12.1 Nothing in this Agreement limits any liability:

12.1.1 for death, personal injury, fraud or fraudulent misrepresentation or any other liability which cannot be legally limited;

12.1.2 for any breach, infringement or misappropriation of either party’s IPR;

12.1.3 for Customer’s liability pursuant to

a) Section 2.6;

b) Section 5.4: or

c) Section 10.3.

12.2 Subject to Section 12.1, in no event will Relative Insight be liable to the Customer for any of the following types of loss:

12.2.1 indirect, consequential or special damages;

12.2.2 loss of profits, business or savings;

12.2.3 anticipated profits or savings;

12.2.4 wasted costs;

12.2.5 loss of opportunity; or

12.2.6 depletion of goodwill and/or similar losses.

12.3 Subject to Section 12.1, Relative Insight’s total aggregate liability shall be limited to the greater of $1million or the value of three times the total fees paid by Customer to Relative Insight during the 12 months immediately preceding the date on which the claim arose.

12.4 References in this Section to liability include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13. FORCE MAJEURE

Neither party shall be in breach of the Agreement or liable for any failure or delay in performance under the Agreement (except for any obligations to make payments), if and to the extent that such failure or delay is caused by any events outside its reasonable control. Such events may include but are not limited to: acts of God, natural disasters, epidemic or pandemic (including COVID-19 or similar health crises), war, threat of or preparation for war, terrorist attack, civil commotion or riots, cyberattacks, industrial action, interruption or failure of utility service or internet/network infrastructure, governmental restrictions or regulations, failure of banks or financial institutions or any failure of suppliers or subcontractors due to any of the foregoing. If the failure or non-performance continues for more than 30 days, the unaffected party may terminate the Agreement by providing 30 days’ prior written notice to the affected party. This Section 13 shall not apply to Customer’s obligation to pay the Fees under this Agreement.

14. FREE TRIALS

14.1 When Relative Insight provides a free trial of any service it offers to its customers (Free Trial Services), to Customer, then, to the fullest extent permitted by Applicable Law, Relative Insight shall not under any circumstance be liable to Customer for any reason during the Free Trial Period unless such exclusion of liability is unenforceable under Applicable Law, in which case, Relative Insight’s total aggregate liability relating to the Free Trial Services shall be limited to $100. This limit of liability shall not apply where damage is caused by Relative Insight’s gross negligence or fraud.

14.2 Relative Insight disclaims, to the fullest extent permitted by Applicable Law, all warranties or representations concerning any Free Trial Services, and all Services are provided “as is” without any warranty during the Free Trial Period.

14.3 Upon expiration of the Free Trial Period, any services provided during the Free Trial Period shall automatically lapse except that the Customer may continue to use the Deliverables exported from the Software.

14.4 All Customer Data analysed during the Free Trial may be permanently deleted from the Software within 14 days of the Free Trial ending unless the Customer has committed to paid-for services pursuant to this agreement.

15. CONSEQUENCES OF TERMINATION

15.1 On expiry or termination of this Agreement for any reason:

15.1.1 all licences granted under this Agreement shall immediately terminate and Customer shall immediately cease all use of the Software; and

15.1.2 subject to Sections 4.9 and 14.4, Relative Insight may destroy or otherwise dispose of any of Customer Data in its possession without notice to Customer at any point in the six-month period post termination of the Agreement, unless Relative Insight receives a written request for delivery to Customer of the then most recent back-up of Customer Data within 14 days of termination of the Agreement. Relative Insight shall use reasonable commercial endeavours to deliver the back-up to Customer within 30 days of the request, provided that Customer has paid all Fees outstanding at and resulting from termination. Relative Insight is not obliged to retain any Customer Data beyond this point.

15.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

16. GENERAL

16.1 Neither party may assign any of its rights under this Agreement except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Relative Insight may at any time sub-contract all or any of its rights or obligations under this Agreement. Where Relative Insight subcontracts any part of the Services, it shall remain fully responsible for the performance of such subcontractors. Relative Insight shall notify the Customer of any subcontractors involved in the performance of material obligations under this Agreement, upon request.

16.2 No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives). Notwithstanding the foregoing, Relative Insight may revise these Terms from time to time to reflect changes to the law, new regulations, or improvements or enhancements to the Services. Where such changes materially affect Customer’s rights or obligations, Relative Insight shall notify Customer by email at least 30 days prior to the changes taking effect. If the Customer reasonably objects to the material change and provides written notice within 14 days of being informed of the update, the parties shall work in good faith to resolve the concern. If no resolution is reached within 30 days, either party may terminate the Agreement by providing 30 days’ written notice. In such case, Relative Insight will refund any unused portion of pre-paid Fees. Continued use of the Services beyond the effective date of the changes will constitute acceptance of the updated Terms.

Previous versions of the Terms are available at https://relativeinsight.com/terms-and-conditions/.

16.3 Except as otherwise set forth in this Agreement, no failure to exercise or delay in exercising any rights, remedy , power or privilege arising from this Agreement will operate or be construed as a waiver thereof, and no single or partial exercise of any right, remedy, power or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

16.4 If any part of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this agreement is deemed deleted under this Section 16.4, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.5 The Agreement together with any other document incorporated herein by reference constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

16.6 A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.7 Nothing in this Agreement establishes or is deemed to establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

16.8 The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16.9 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by email; in the case of Relative Insight to legal@relativeinsight.com and in the case of Customer to the email address stated on the Quote. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. This Section does not apply to the service of any proceedings.

16.10 In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter in good faith through discussions between senior executives. If the dispute is not resolved within 30 days, either party may pursue legal remedies. Nothing in this clause shall prevent either party from seeking urgent injunctive relief in any court of competent jurisdiction.

16.11 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in Delaware, provided that either party may seek injunctive relief in any court of competent jurisdiction. The courts of Delaware shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Notwithstanding the foregoing, Relative Insight may agree to alternative governing law and jurisdiction where required by a Customer, subject to mutual agreement provided such jurisdiction is in a common law country. Any such alternative must be included within the Quote.

16.12 The parties agree to sign this Agreement by electronic signature and that this method of signature is as conclusive of the parties’ intention to be bound by this Agreement as if signed by each party’s manuscript signature.

16.13 For the avoidance of doubt, this Agreement is not a divisible contract.