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Resonate Evaluation Terms

RESONATE EVALUATION TERMS

These Evaluation Terms (“Evaluation Terms”) govern Customer’s limited Evaluation of certain Resonate services, as further described in one or more mutually executed order forms that reference these Evaluation Terms (each, an “Order”). By executing an Order, Customer agrees to be bound by these Evaluation Terms solely with respect to the Evaluation described therein. For purposes of these Evaluation Terms, “Evaluation” means Customer’s limited, internal, non-production use of the applicable Resonate services solely to assess their functionality, performance, and potential suitability. These Evaluation Terms apply only where the parties have not entered into a Master Subscription Agreement or other written agreement governing Customer’s use of the applicable Resonate services.

  1. ORDERS; EVALUATION SCOPE

1.1 Orders Required. Customer’s right to access the Service Offering for evaluation requires a mutually executed Order. Each Order will describe the Evaluation Period, permitted users, applicable Fees (if any), and any Customer Data to be exchanged.

1.2 Service Offering. “Service Offering” means any Resonate platform, SaaS functionality, data service, model, API, onboarding service, analysis, match test, report, or Resonate Data (as hereinafter defined) provided for evaluation, as further described in the applicable Order. “Resonate Data” means any data, attributes, audience segments, insights, models, scores, survey responses, derived data, analytics, reports, match results, or other information or datasets made available or delivered by Resonate to Customer in connection with the Service Offering, whether provided via the platform, an API, file delivery, reporting interface, or as part of an evaluation, onboarding, or data test.

1.3 Evaluation Use Only. The Service Offering may be used solely for Customer’s internal, non-production evaluation during the Evaluation Period. No production, commercial, client-facing, external, revenue-generating, campaign activation, or resale use is permitted.

  1. LICENSE AND USE RESTRICTIONS

2.1 Evaluation License. Subject to these Evaluation Terms and the Order, Resonate grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Evaluation Period to:

(a) access and use the Service Offering solely for Evaluation; and
(b) use related documentation only as necessary for such Evaluation.

2.2 Restrictions. Customer shall not, and shall not permit others to:

  • use the Service Offering for production or commercial use;
  • copy, modify, adapt, translate, or create derivative works of the Service Offering;
  • reverse engineer, decompile, or attempt to derive source code (except to the extent permitted by law);
  • use Resonate Data or outputs to train or improve models, AI systems, datasets, or algorithms;
  • publish or disclose benchmarks or performance testing;
  • distribute, sell, sublicense, assign, or otherwise transfer the Service Offering or any Resonate Data;
  • share access credentials or circumvent access controls;
  • remove proprietary notices; or
  • use the Service Offering to build a competitive product or service.
  1. CUSTOMER DATA AND RESPONSIBILITIES

3.1 Customer Data. “Customer Data” means any data that Customer provides or makes available to Resonate through the Service Offering, including hashed identifiers, pseudonymous IDs, match files, onboarding inputs, or other test data.

3.2 Customer Assurances. Customer represents and warrants that:

  • it has all necessary rights and permissions to provide Customer Data to Resonate;
  • Customer Data does not include any data that is classified as sensitive or special categories of data under applicable privacy laws, including: (i) government-issued identifiers (such as Social Security numbers, driver’s license numbers, passport numbers); (ii) financial account numbers, payment card information, or authentication credentials; (iii) precise geolocation; (iv) racial or ethnic origin; (v) religious or philosophical beliefs; (vi) union membership; (vii) genetic or biometric information; (viii) health information, including any data governed by HIPAA; (ix) data concerning a consumer’s sex life or sexual orientation; (x) personal information of a known child under the age of 16; and (xi) any other category of data designated as sensitive under applicable privacy laws, unless expressly permitted in an Order;
  • Customer Data does not violate or infringe any third-party rights;
  • Customer Data is free of viruses or malicious code; and
  • Customer’s collection and provision of Customer Data complies with all applicable laws, privacy notices, and contractual obligations.

3.3 Protection of Resonate Data. If Customer receives Resonate Data, match test results, analysis, reports, or any other Resonate Materials, Customer shall:

  • use them solely for the Evaluation;
  • not copy, distribute, disclose, or provide them to third parties;
  • protect them using industry-standard security measures;
  • not use them to build or enhance a competing product or data set; and
  • delete or destroy them at the end of the Evaluation Period.
  1. SECURITY AND PRIVACY

4.1 Resonate Security. Resonate will maintain the administrative, technical, and physical safeguards described in Resonate’s published Security Requirements and Information Security Policy, as updated from time to time.

4.2 Personal Data; DPA. If Customer provides Personal Data (as defined by applicable privacy laws), the Resonate Data Processing Addendum (DPA) automatically applies to the Evaluation and is incorporated by reference.

4.3 No Review of Customer Data. Resonate does not evaluate Customer Data for accuracy, legality, or appropriateness.

  1. THIRD-PARTY SERVICES

If an Evaluation uses or interoperates with a third-party onboarding or delivery service, the relationship is solely between Customer and the third-party provider. Resonate is not responsible or liable for such services.

  1. CONFIDENTIALITY

“Confidential Information” means any non-public information relating to or disclosed in the course of this Agreement by either party or its agents that is:  (i) fixed in a tangible medium and marked as the confidential or proprietary information of the disclosing party; (ii) otherwise provided or disclosed by or on behalf of the disclosing party marked as proprietary at the time the information is provided; or (iii) not falling within any of the prior clauses of this sentence, but which, a reasonable person would conclude is of a confidential nature given the facts and circumstances of such disclosure.  Confidential Information does not include information that: (a) is or becomes part of the public domain through no fault of the receiving party; (b) was already in possession of the receiving party without restriction; (c) is independently developed by the receiving party without violation of this Section and reference to the Confidential Information; or (d) is received from a third party without restriction. The receiving party will not share Confidential Information with third parties, except as provided in this Agreement.  The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only as expressly permitted in this Agreement and for fulfilling its obligations under this Agreement.  The receiving party may disclose Confidential Information if it is required to do so by law, so long as the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure.  At the request of the disclosing party, the receiving party will return all of the other party’s Confidential Information that is reduced to writing(s), drawing(s), schematic(s), or any other form of documentation, or destroy all such material, and permanently delete if in electronic form, and to certify the destruction to the disclosing party.

  1. OWNERSHIP

As between the parties:

  • Resonate retains all intellectual property rights in the Service Offering, Resonate Data, and all documentation, materials and reports that Resonate delivers as part of the Service Offering.
  • Customer retains all intellectual property rights in Customer Data.

No rights are granted except as expressly stated.

  1. FEES

Fees (if any) will be described in the Order. All fees are non-refundable and non-cancellable unless expressly stated otherwise in the Order.

  1. FEEDBACK

Customer may provide feedback or suggestions. Resonate may use such feedback without restriction or obligation.

  1. TERM, TERMINATION, AND DELETION

10.1 Term. These Evaluation Terms apply during the Evaluation Period identified in the Order.

10.2 Termination. Either party may terminate an Evaluation at any time upon written notice.

10.3 Deletion Obligations. Upon the end of the Evaluation or earlier termination:

  • Customer will promptly cease all use of the Service Offering;
  • Customer will delete all Resonate Materials and, at Resonate’s request, certify such deletion;
  • Resonate will delete Customer Data consistent with its internal policies and the DPA.
  1. WARRANTY DISCLAIMER

THE SERVICE OFFERING, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

  1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) RESONATE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; AND

(b) RESONATE’S TOTAL AGGREGATE LIABILITY RELATING TO THE EVALUATION SHALL NOT EXCEED
THE GREATER OF (i) FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER, OR (ii) FIVE THOUSAND DOLLARS ($5,000).

These limitations apply regardless of theory of liability.

  1. GENERAL

These Evaluation Terms, together with any Order, constitute the entire agreement relating to Customer’s Evaluation of the Service Offering. They may be amended only in writing. Customer may not assign its rights or obligations without Resonate’s written consent. These terms are governed by the laws of the Commonwealth of Virginia, and the parties submit to exclusive jurisdiction in the state and federal courts of the Eastern District of Virginia. Each party waives jury trial.