Rhetorik Trial Services License Agreement

THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND RHETORIK LTD, STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE RHETORIK FREE TRIAL AND TRIAL SERVICES (“SERVICES”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY (“COMPANY”), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT AND THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY. BY SUBMITTING THE RHETORIK TRIAL SERVICES SUBMISSION FORM OR BY USING THE RHETORIK TRIAL SERVICES, YOU ARE AGREEING TO ALL OF THE TERMS AND CONDITIONS STATED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SUBMIT THE FORM AND DO NOT USE THE RHETORIK TRIAL SERVICES.

On approval of the Trial Services Submission Form, Rhetorik agrees to provide access to the Services for a period between fourteen (14) days (“Trial Period”) from the date of approval (“Effective Date”).

This limited trial is made available to the individual(s) identified in the Trial Services Submission Form or otherwise agreed with Rhetorik and who are employed by or contracted to the Company (“Users”) for the purpose of evaluating the applicability or otherwise of entering an annual subscription for the Services for which scheduled fees are payable.

The Rhetorik Trial Services Submission Form and this License Agreement are together the “Agreement”. Should the parties enter a subscription agreement, this will supersede the Agreement.

Purpose

Subject to You complying with the terms of this Agreement, Rhetorik hereby grants You a non-exclusive, non-transferable license to view and access the data described in the ‘Information’ of the Rhetorik Trial Services Submission Form solely for internal evaluation purposes as necessary to determine the feasibility of using the Services (the Purpose). You shall not disclose or commercially release the Information or any derivative of the Information in any form to any other party.

Data Privacy and Protection

Where relevant, any API keys, usernames and passwords issued to You to enable You to access the Information are not transferable and shall be kept strictly confidential. You agree that You shall not disclose any API keys, usernames or passwords or provide access to the Information through any other medium or method to any third party.

You agree that You shall be responsible for the actions of any party that obtains access to the Information using any API keys, usernames or passwords issued to You.

Each party hereby agrees that, with reference to the processing of any personal data comprised in the Information, each party shall be a data controller (as defined under the General Data Protection Regulation (EU) 2016/679). As such,

Rhetorik represents and warrants that it: (i) shall comply with all applicable laws, regulations and directives in the fulfilment of its obligations under this Agreement; (ii) the Information has been compiled in accordance with applicable data privacy law; and (iii) it shall obtain and maintain any necessary third-party consents or permissions required to fulfil its obligations under this Agreement; and
You represent and warrant that You: (i) shall comply with all applicable laws, regulations and directives in the fulfilment of Your obligations under this Agreement.

Liability

The Information trialled by You is provided without warranties of any kind, either express or implied, nor does Rhetorik warrant that the Information will be complete or free from errors.

Termination

Upon expiry of the Term, You shall immediately cease to use and delete the Information You hold in any format.

Intellectual Property

The Intellectual Property Rights in the Information and Database will remain the exclusive property of Rhetorik and, except for the License to use the Information and the Database in accordance with the terms of this Agreement (set out under ‘Purpose’ above), no other rights transfer to You.

Unless permitted by law or as otherwise expressly permitted in these terms, You must not, nor authorise any third person to:

reproduce, copy, download, scrape, store, publish, transmit, transfer, communicate, distribute, disseminate, sell, rent, lend or otherwise use the data derived or the Information, or any part of thereof, in any form or by any means;
modify or make any alterations, additions or amendments to any part of the Information;
make the Information available to any person other than a User;
reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Information or reproduce all or any portion of the said components;

Governing Law

This Agreement and any dispute or claim arising out of it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of this Agreement (including non-contractual disputes or claims).