Data Partner Terms of Service

The following terms of service, together with any Order Forms, documents or additional terms they expressly incorporate by reference (collectively, the "Terms of Service") govern your access to, use of, and receipt of Datalab, Marketplace, Datascape, and Professional Services (each as defined below) and any interface that we may make available to you to access and use Datalab, Marketplace, or Datascape, including our Website (collectively, our "Products and Services").

These Terms of Service form an agreement between you and BigGeo Global Inc. ("BigGeo", "we", "us", "our"). The terms "you" or "your" refer to the individual or entity browsing, downloading, accessing or otherwise using the Products and Services ("use" or "using" in these Terms of Service will mean any of the foregoing).

BY CLICKING TO ACCEPT THESE TERMS OF SERVICE OR BY USING THE PRODUCTS AND SERVICES IN ANY WAY, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION; (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND (III) ALL INFORMATION SUPPLIED BY YOU TO US IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1 (CHANGES TO THESE TERMS OF SERVICE). IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE THE PRODUCTS AND SERVICES.

IF YOU ARE USING THE WEBSITE ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF SERVICE. IF YOU DO NOT MEET THIS REQUIREMENT, YOU MUST NOT ACCESS OR USE THE PRODUCTS AND SERVICES.

These Terms of Service do not alter in any way the terms or conditions of any other agreements you may have with us in respect of any products, applications, services or otherwise.

We may, in our discretion, change these Terms of Service from time to time by posting a new version to our website at biggeo.com (our "Website"). If you do not agree to any change(s) you must stop using the Products and Services. Otherwise, your continued access to or use of the Products and Services after any changes to these Terms of Service indicates your acceptance of such changes. Where a change to these Terms of Service materially affects the processing of EU/EEA Personal Information, BigGeo will provide at least 30 days' prior written notice to affected Data Partners by email before such change takes effect.

Through our Datalab product, we enable data partners to manage, share, and monetize their datasets as further described on our Website ("Datalab"). If you have subscribed to Datalab either through our Website or by entering into an order form directly with us (each, an "Order Form"), we will make Datalab available to you to access and use in accordance with these Terms of Service for the duration of the applicable subscription term for Datalab selected by you on our Website or set out in an Order Form ("Datalab Subscription Term"). Through Datalab, you can enable data users who have signed up with BigGeo and who have a separate agreement with you to access and download your Datasets (each, a "Data User") using a unique access key that we will generate for such Data User. If you choose to allow your Data Users to access and download your Datasets, then you will be solely responsible for providing us with correct and accurate information for such Data Users. We do not monitor your Data Users' access to or use of your Datasets through our Products and Services and we have no responsibility or liability to you arising from your Data Users' Processing of your Datasets.

Through our marketplace service, we enable data partners to list their datasets on our marketplace in order to sell or allow access to such datasets to end users, as further described on our Website ("Marketplace"). If you have chosen to list your Datasets (as defined below) on our Marketplace either through our Website or by entering into an Order Form with us, then we will provide you with access to and use of our Marketplace interface and make your Datasets available to: Marketplace customers who have signed up with BigGeo and who wish to purchase, access, and download your Datasets (each, an "Marketplace Customer") through a unique access key for such Marketplace Customer. If you choose to charge Marketplace Customers to access or download your Datasets through our Marketplace, then you may set a purchase price in our Marketplace interface. If you have set a purchase price, then we will bill Marketplace Customers the purchase price you have set for your Datasets and the amounts we receive from Marketplace Customers for your Datasets minus our Transaction Fee will be remitted back to you as further set out in Section 15 (Marketplace Fees). You may remove your Datasets from our Marketplace at any time through our Marketplace interface.

Through our Datascape product, we enable data partners to visualize and analyze their datasets as further described on our Website ("Datascape"). If you have subscribed to Datascape either through our Website or by entering into an Order Form with us, we will make Datascape available to you to access and use in accordance with these Terms of Service for the duration of the applicable subscription term for Datascape selected by you on our Website or set out in an Order Form ("Datascape Subscription Term").

We will perform any implementation, configuration, or other professional services described in an Order Form in accordance with the terms of such Order Form (such services, the "Professional Services"). You agree to perform any responsibilities of yours identified in the Order Form and such other responsibilities that we may reasonably request you to perform from time to time ("Dependencies"). If you have failed to perform your Dependencies, then we will be excused, without liability, from performing any further Professional Services.

(a) BigGeo or our licensors are and will be the exclusive owner of the following, including all Intellectual Property Rights therein and thereto: (i) the Products and Services; (ii) anything used, developed or delivered by or on behalf of BigGeo under this Terms of Service, including any Aggregated Usage Data and any intellectual property in BigGeo's proprietary indexing used in managing Datasets in Datalab, but excluding, for clarity, the Datasets; (iii) BigGeo's Confidential Information; and (iv) any Modifications to any of the foregoing (collectively, "BigGeo Property").

(b) All right, title and interest, including all Intellectual Property Rights, in and to the BigGeo Property will vest in BigGeo, immediately upon creation and regardless of the state of completion of such BigGeo Property. To the extent any right, title and interest, including any Intellectual Property Right, in or to BigGeo Property does not automatically and immediately vest in BigGeo, you: (i) hereby assign and transfer to BigGeo; (ii) agree to assign and transfer to BigGeo; and (iii) agree to cause your personnel to assign and transfer to BigGeo, as and when created, all right, title and interest, including any Intellectual Property Rights, throughout the world, in and to all such BigGeo Property, and you will cause all your personnel to waive, for the benefit of BigGeo and its successors, assigns, licensees and contractors, their respective moral rights (and any similar rights to the extent that such rights exist and may be waived in each and any jurisdiction throughout the world) in and to such BigGeo Property.

(c) You will acquire no rights to any BigGeo Property, other than the license or use rights expressly granted under or in respect of these Terms of Service.

(d) You are and will be the exclusive owner of the following, including all Intellectual Property Rights therein and thereto: (i) all datasets that you upload to the Products and Services ("Datasets"); (ii) all other information, content, images, records, files that you make available to us, excluding any Aggregated Usage Data (together with your Datasets, the "Partner Data"); (iii) your other Confidential Information; and (iv) all intellectual property that is or has been procured, created, or developed by you, or created or developed for, or licensed to, you by another person (other than BigGeo), excluding BigGeo Property (collectively, the "Partner Property").

(e) All right, title, and interest, including all Intellectual Property Rights, in and to the Partner Property will vest in you, immediately upon creation and regardless of the state of completion of such Partner Property. To the extent any right, title and interest, including any Intellectual Property Right, in or to Partner Property does not automatically and immediately vest in you, BigGeo: (i) hereby assigns and transfers to you; (ii) agrees to assign and transfer to you; and (iii) agrees to cause its personnel to assign and transfer to you, as and when created, all right, title and interest, including any Intellectual Property Rights, throughout the world, in and to all such Partner Property, and BigGeo will cause all its personnel to waive, for the benefit of BigGeo and its successors, assigns, licensees and contractors, their respective moral rights (and any similar rights to the extent that such rights exist and may be waived in each and any jurisdiction throughout the world) in and to such Partner Property.

(f) We will acquire no rights to any Partner Property, other than the license rights expressly granted under or in respect of these Terms of Service.

(g) You grant us and our subcontractors a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable and fully paid-up right to Process Partner Data to provide the Products and Services. "Process" means to access, collect, use, process, store, transfer, transmit, copy, modify, adapt, and display.

(h) You acknowledge and agree that we may collect, generate, and use Aggregated Usage Data. BigGeo is entitled to use, commercialize, disclose or otherwise handle such Aggregated Usage Data for any purpose, in any way, in any manner, without any obligation to or compensation or reimbursement of any kind to you, and Aggregated Usage Data will not be your Confidential Information. "Aggregated Usage Data" means information and other data that is collected or generated by the Products and Services related to how you interact with the Products and Services, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior and metadata, but expressly excluding any information or data that can (whether alone or when combined with other information or data) identify or reveal your identity.

(i) If you submit any ideas, suggestions, documents, or proposals regarding the Products and Services to us ("Feedback"), you acknowledge and agree that: (i) the Feedback does not contain confidential or proprietary information and we are not under any obligation of confidentiality with respect to the Feedback; and (ii) we are entitled to use, commercialize or disclose (or to choose not to use, commercialize or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to you for such use. We are not obligated to use your Feedback.

(j) "Intellectual Property Rights" means: (i) any and all proprietary rights anywhere in the world provided under: (A) patent law; (B) copyright law (including moral rights); (C) trade-mark law; (D) design patent or industrial design law; (E) semi-conductor chip or mask work or integrated circuit topography law; or (F) any other statutory provision or common law principle applicable to these Terms of Service, including trade secret law; (ii) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing; and (iii) any and all licenses and waivers and benefits of waivers of the intellectual property rights set out in clauses (i) and (ii) above, all future income and proceeds from the intellectual property rights set out in clauses (i) and (ii) above, and all rights to damages and profits by reason of the infringement or violation of any of the intellectual property rights set out in clauses (i) and (ii) above.

You will not, and you will not permit others to: (i) sub-license, sell, rent, lend, lease or distribute the Products and Services or any Intellectual Property Rights therein, or otherwise make the Products and Services to any third parties other than as expressly permitted in these Terms of Service; (ii) use or access the Products and Services: (A) in violation of any applicable laws or Intellectual Property Rights; or (B) in a manner that threatens the security or functionality of the Products and Services; (iii) use or access the Products and Services to create, collect, transmit, store, use or process any Partner Data: (A) that you do not have the lawful right to create, collect, transmit, store, use or process; (B) that violates any applicable laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or (C) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (iv) copy or modify the Products and Services; (v) reverse engineer, de-compile or disassemble the Products and Services or any part of them; (vi) access or use the Products and Services for purposes of benchmarking or competitive analysis of such Products and Services; (vii) access or use the Products and Services for the purpose of building a similar or competitive product or service; (viii) remove or obscure any proprietary notices or labels on the Products and Services, including brand, copyright, trademark and patent or patent pending notices; (ix) perform any vulnerability, penetration or similar testing of the Products and Services; or (x) provide to us any Datasets that contains any information about an identifiable individual or other information that is subject to any Privacy Laws ("Personal Information"). Where you provide to BigGeo any Personal Information relating to individuals located in the European Union or European Economic Area ("EU/EEA Personal Information"), such data may only be provided pursuant to BigGeo's prior written approval and subject to the execution of a Data Processing Agreement ("DPA") between you and BigGeo governing such processing in compliance with the GDPR. Any EU/EEA Personal Information provided to BigGeo without a DPA in place will be deleted by BigGeo promptly upon discovery, and you shall indemnify BigGeo for any regulatory exposure, penalties, or compliance obligations arising from such unauthorized submission. "Privacy Laws" means all federal, provincial, state, municipal or other applicable statutes, laws or regulations governing the access to and other handling of information about an identifiable individual, as applicable to BigGeo's operations in Canada, the United States, and, where BigGeo processes EU/EEA Personal Information, the European Union and European Economic Area. Privacy Laws includes PIPEDA, the Alberta Personal Information Protection Act (PIPA), the California Consumer Privacy Act (CCPA), and, where applicable, the General Data Protection Regulation (EU) 2016/679 ("GDPR") and applicable EU/EEA member state implementing legislation.

We may from time to time and in our discretion, without limiting any of its other rights or remedies at law or in equity, under these Terms of Service suspend your access to or use of the Products and Services or any component of them: (a) for scheduled maintenance; (b) if we believe in good faith that you have violated any provision of these Terms of Service; (c) for emergency maintenance in order to address issues threatening the security or stability of the Products and Services; (d) if required to do so by a regulatory authority or as a result of a change in applicable laws; or (e) for any other reason as provided in these Terms of Service.

We may make Modifications to the Products and Services without your consent, provided that we will not make Modifications that would: (a) result in a material degradation in the quality, functionality or security of the Products and Services; or (b) otherwise have a material adverse effect on your ability to use or receive any Products and Services. If we make any Modifications to the Products and Services, we may provide you with notice of such Modifications through making available any applicable release notes or other documentation in respect of such Modifications that we generally make available to other customers. "Modifications" means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and "Modify" has a corresponding meaning.

(a) We may delegate or subcontract all or any part of the Products and Services to any third party without your consent. The delegating or subcontracting of all or any part of our obligations set out in these Terms of Service to any subcontractor will not relieve us from any obligation or liability under these Terms of Service. We will remain responsible for the performance of all or any part of our obligations set out in these Terms of Service performed by any subcontractors to the same extent as if such obligations were performed by us. Any act or omission by any subcontractor of ours in breach of these Terms of Service, or that would have been a breach of these Terms of Service if done or not done by us, will be deemed to be a breach of these Terms of Service by us.

(b) To the extent that we Process or use any subcontractors to Process your Partner Data, all such Processing will occur from Canada or such other location that you have selected using our Website. Where Partner Data includes EU/EEA Personal Information, any transfer of such data to BigGeo in Canada or to any other jurisdiction outside the EU/EEA shall be governed by the applicable Standard Contractual Clauses or other transfer mechanism as set out in the executed Data Processing Agreement, in accordance with Chapter V of the GDPR.

(a) For the purposes of these Terms of Service, a party or any of its affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be "Recipient", the party disclosing such information will be "Discloser" and "Confidential Information" of Discloser means any and all information of Discloser or any of its affiliates, service providers, licensors, or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into these Terms of Service, including information concerning Discloser's past, present or future customers, suppliers, technology or business. Where Discloser is BigGeo, Confidential Information includes BigGeo Property and where Discloser is you, Confidential Information includes Partner Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of these Terms of Service by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into these Terms of Service; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.

(b) Recipient hereby agrees that at all times it will:

(i) not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its own personnel and Permitted Users (if Recipient is you), or its and its affiliate's employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is BigGeo), or such other recipients as Discloser may approve in writing, that have a "need to know" for the purposes of receiving or providing the Products and Services, who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of these Terms of Service;

(ii) not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under these Terms of Service;

(iii) not alter or remove from any Confidential Information of Discloser any proprietary legend; and

(iv) maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.

(c) Notwithstanding Section 11(b), Recipient may disclose Discloser's Confidential Information:

(i) only if and to the extent legally compelled or required by a regulatory authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by applicable laws from doing so), to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;

(ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with Discloser's business; or

(iii) in the case of BigGeo, to potential assignees, acquirers or successors of BigGeo if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of BigGeo.

(d) Each of the parties acknowledge that disclosure of Discloser's Confidential Information or any other breach of this Section 11 (Confidentiality) may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of these Terms of Service, and each party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 11 (Confidentiality) and to the specific enforcement of the terms of this Section 11 (Confidentiality), in addition to any other remedy to which Discloser would be entitled.

(e) Upon written request by Discloser or upon the termination or expiration of these Terms of Service, each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with Recipient's data destruction practices (with the exception of Partner Data with is addressed in Section 21(d)). Notwithstanding the foregoing, BigGeo may retain any electronically archived Customer's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 11 (Confidentiality).

(a) You will not include any Personal Information in your Datasets except where you have obtained BigGeo's prior written approval and executed a Data Processing Agreement with BigGeo governing such processing in compliance with applicable Privacy Laws, including the GDPR where applicable. You are prohibited from sharing or selling any Personal Information through our Marketplace unless expressly permitted in writing by BigGeo.

(b) Without limiting the foregoing, your Partner Data will not contain any Personal Information other than: (i) the Personal Information that we may request from you in creating your User Account; and (ii) EU/EEA Personal Information provided pursuant to BigGeo's prior written approval and an executed Data Processing Agreement in accordance with Section 12(c). All Personal Information collected in connection with your User Account will be processed in accordance with our Privacy Policy at https://biggeo.com/legal/privacy-policy.

(c) Where materials provided to BigGeo contain EU/EEA Personal Information, such data may only be provided to BigGeo pursuant to BigGeo's prior written approval and subject to the execution of a Data Processing Agreement governing such processing in compliance with the GDPR. BigGeo processes EU/EEA Personal Information in accordance with the GDPR and BigGeo's Privacy Policy. Both parties acknowledge their respective obligations under applicable Privacy Laws, including the GDPR where applicable. You remain responsible for ensuring that any EU/EEA Personal Information you provide to BigGeo is provided on a lawful basis under applicable Privacy Laws.

(d) BigGeo has designated an EU / EEA Representative pursuant to Article 27 of the GDPR. Data Partners located in the EU/EEA or providing EU/EEA Personal Information may contact BigGeo's EU / EEA Representative at:

Verasafe
https://verasafe.com/public-resources/contact-data-protection-representative
Telephone at: +420 228 881 031 or at: +44 (20) 4532 2003.

Alternatively, VeraSafe can be contacted at:

All other privacy enquiries should be directed to privacy@biggeo.com.

(a) These Terms of Service will apply to the access and use of the Products and Services by you and your Permitted Users. Notwithstanding the use of the terms "you", "Permitted User" or any combination thereof in this Agreement, references in these Terms of Service to you will be interpreted: (i) to include your Permitted Users to the extent that the term or condition referencing you applies to the Permitted Users' access and use of the Products and Services; and (ii) where there is a reference to a grant by, or obligation of, you, the reference to you means that you will grant for yourself or perform the act or obligation itself, or, where applicable, cause the Permitted User to make the grant or perform the act or obligation, as applicable.

(b) Upon your request (which request can be made through our Website or through an Order Form), we will issue one or more accounts (each, a "User Account") to you for use by one or more of your employees or independent contractors that you authorize to access and use the Products and Services (each, a "Permitted User"). You are responsible for identifying and authenticating all Permitted Users and for ensuring that only Permitted Users use the Products and Services. You will ensure that each Permitted User only uses the Products and Services through their assigned User Account. You will not allow any Permitted User to share their User Account with any other person. You will promptly notify us: (i) of any actual or suspected unauthorized use of the Products and Services; or (ii) if a Permitted User is no longer an employee or independent contractor of yours or is otherwise no longer authorized by you to access and use the Products and Services (a "Deactivated User"). We reserve the right to suspend, deactivate, or replace the User Account if we determine that the User Account may have been used for an unauthorized purpose or if the applicable Permitted User is a Deactivated User. You acknowledge and agrees that you are responsible and liable for the use of the Products and Services by your Permitted Users. You will ensure that all Permitted Users comply with these Terms of Service.

(a) These Terms of Service will govern the purchase of any subscription for Datalab and Datascape that you make through the Website or via an Order Form. In consideration for your access to and use of Datalab, Datascape, and Marketplace, as applicable, you must pay the applicable fees displayed to you on our Website if you have purchased your subscription(s) through our Website or the applicable fees set out in an Order Form if you have purchased your subscription(s) through an Order Form (all such fees, the "Fees"). If you have placed an order for a subscription through our Website, then such order is an offer to purchase the applicable subscription and we may accept your order by providing an electronic or other form of order confirmation or we may decline your order or any part of your order for any reason. If we decline to accept your order, we will attempt to notify you at the email address we have on file.

(b) We reserve the right to change the Fees and institute new charges upon providing you with prior notice of such change or new charge.

(c) Unless otherwise set out on our Website or in an Order Form, as applicable, all Fees will be reoccurring and automatically charged monthly by BigGeo at the beginning of each month as further set out in Section 14(d).

(d) Unless otherwise set out in an Order Form, all Fees will be automatically charged by BigGeo using through our third-party payment processor (the "Payment Processor"). When ordering your subscription to Datalab and Datascape, you agree to provide the Payment Processor with the information necessary to process your payment, including the billing information requested on our Website or the Payment Processor's platform. The processing of Fees by the Payment Processor will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms of Service. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. By submitting your payment information to the Payment Processor, you authorize the Payment Processor to charge the applicable payment method at their convenience. You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We and the Payment Processor are not liable in the event any persons acting with or without your permission use your credit card or other means of payment to make purchases on the Website or the Payment Processor's platform. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment. If our Payment Processor has not received or been able to process your payment, you agree to pay all amounts due by you upon demand.

(e) If you believe that we have charged or invoiced you incorrectly, you must contact us no later than 30 days after having been charged in order to request an adjustment or credit. In the event of a dispute, you will pay any undisputed amounts in accordance with the applicable payment terms, and we will discuss the disputed amounts in good faith in order to resolve the dispute.

(f) The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. You will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by these Terms of Service, other than taxes based on the net income or profits of BigGeo.

(g) You will not withhold or setoff any amounts due under these Terms of Service. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If you have not paid all due Fees by their due date, we may also suspend your access to use of the Products and Services until all amounts have been paid in full.

(h) We may run promotional offers from time to time on the Products and Services. The terms of any such promotion will be posted on the Website. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point.

In consideration for making available your Datasets to Marketplace Customers through our Marketplace and for your access to or use of our Marketplace interface, you will pay us any applicable Fees for Marketplace in accordance with Section 14 above (the "Marketplace Fees"). Unless otherwise set out in an Order Form or on our Website, we will deduct the following from the Data Fees that we collect from Marketplace Customers: (a) Marketplace Fees (plus all applicable taxes); and (b) a transaction fee (plus all applicable taxes) for each transaction made on the Marketplace ("Transaction Fee"). Through the Marketplace, you will be able to use our Payment Processor to bill the fees that you choose to charge Marketplace Customers for your Datasets (such fees, the "Data Fees"). At the cadence set out on the Marketplace interface, our Payment Processor will remit to you the Data Fees, minus the Marketplace Fees and Transaction Fees, as applicable. Our Payment Processor will only remit those Data Fees that our Payment Processor has collected from Marketplace Customers. We will not be responsible for and will have no liability for the payment of any Data Fees to you for amounts that have not been collected from Marketplace Customers.

If we have made any Products and Services available to you on a free trial basis, then you acknowledge and agree that your use of such Products and Services will be limited to your own internal evaluation purposes only. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, SUCH PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WE WILL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM YOUR ACCESS TO OR USE OF SUCH PRODUCTS AND SERVICES.

The Products and Services may include integrations with certain third-party technology that is licensed under separate license terms and not under these Terms of Service, including your data sources such as Amazon Web Services, Microsoft Azure, or Good Cloud (collectively "Third-Party Products"). Any acquisition by you of such Third-Party Products, and any exchange of data, including your Datasets, between you and any such provider of Third-Party Products is solely between you and the applicable Third-Party Products provider. We do not warrant or support Third-Party Products or other third-party products, offerings or services, whether or not they are designated by us as "certified" or otherwise. We cannot guarantee the continued availability of such Third-Party Products features or integrations and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Product ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features or integrations in a manner acceptable to us.

YOUR USE OF THE PRODUCTS AND SERVICES IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY APPLICABLE LAWS, WE HEREBY DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE PRODUCTS AND SERVICES OR ANY CONTENT OR DATA GENERATED OR FOUND THROUGH THE PRODUCTS AND SERVICES WILL BE COMPLETE, SECURE, SUITABLE, ACCURATE, RELIABLE, AVAILABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCTS AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE PRODUCTS AND SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE PRODUCTS AND SERVICES AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PRODUCTS AND SERVICES OR TO YOUR DOWNLOADING OF ANY DATA OR MATERIALS FROM THE PRODUCTS AND SERVICES OR ANY THIRD PARTY WEBSITE LINKED TO THEM. BIGGEO AND THE PRODUCTS AND SERVICES ARE NOT INTENDED TO FUNCTION AS A BACKUP OR REPOSITORY FOR YOUR DATA. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING YOUR OWN INDEPENDENT BACKUPS AND ENSURING ACCURACY OF ANY DATA, INCLUDING YOUR DATASETS.

(a) SUBJECT TO SECTIONS 19(c) AND 19(d), IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR IN RESPECT OF THESE TERMS OF SERVICE EXCEED THE AMOUNT OF FEES PAID OR PAYABLE TO US IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(b) SUBJECT TO SECTION 19(d), IN NO EVENT WILL WE BE LIABLE FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF: (A) SAVINGS; (B) PROFIT; (C) DATA; (D) USE; OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE, IN EACH CASE, ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OF SERVICE.

(c) NOTWITHSTANDING SECTION 19(A) AND SUBJECT TO SECTION 19(D), IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN RESPECT OF THE MARKETPLACE EXCEED THE MARKETPLACE FEES THAT WE HAVE COLLECTED IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(d) SECTIONS 19(A) AND 19(B) WILL NOT LIMIT: (I) YOUR LIABILITY OR OBLIGATIONS UNDER SECTION 20; (II) YOUR OBLIGATION TO PAY ANY AMOUNTS DUE UNDER THESE TERMS OF SERVICE; OR (III) EITHER PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

(e) THIS SECTION 19 WILL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR CLAIM OR THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND WILL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OF THESE TERMS OF SERVICE OR OF ANY REMEDY CONTAINED HEREIN.

You will indemnify, defend, and hold harmless us, our affiliates and our and their respective directors, officers, employees, agents, licensors, licensees, suppliers or successors from and against any and all means any and all damages, fines, penalties, deficiencies, losses, liabilities (including awards, settlements and judgments), costs and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants and other experts and professionals) or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment suffered or incurred by any of them arising from or in connection with or relating to any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand by a third party arising out of relating to the Partner Data, including any claim from an Data User or Marketplace Customer arising out of or relating to your Datasets. Without limiting the foregoing, you will indemnify, defend, and hold harmless BigGeo from and against any and all claims, fines, penalties, or regulatory actions arising from your submission of EU/EEA Personal Information to BigGeo in breach of the requirements of Sections 7 and 12 of these Terms of Service, including submission of EU/EEA Personal Information without an executed Data Processing Agreement in place, or in breach of applicable Privacy Laws including the General Data Protection Regulation (EU) 2016/679 or any EU/EEA member state implementing legislation.

(a) These Terms of Service will commence on the day you first access, use, or purchase a subscription to any of the Products and Services and will continue: (i) in the case of Datascape, for the duration of your Datascape Subscription Term, unless earlier terminated in accordance with the provisions of these Terms of Service; (ii) in the case of Datalab, for the duration of the your Datalab Subscription Term, unless earlier terminated in accordance with the provisions of these Terms of Service; and (iii) in the case of Marketplace, for as long as you access or use Marketplace or have your Datasets posted on Marketplace, unless earlier terminated in accordance with the provisions of these Terms of Service.

(b) BigGeo may terminate these Terms of Service, including your access to and use of the Products and Services, by you written notice of termination if you have breached any term or condition of these Terms of Service and have failed to cure such breach within 15 days of receipt of written notice thereof.

(c) You may terminate these Terms of Service at any time and for any reason by providing BigGeo with 30 days prior written notice of such termination.

(d) Following the termination or expiration of your subscriptions to the Products and Services or these Terms of Services, will continue making your Partner Data available to you for electronic retrieval for 30 days, following which we will delete or render inaccessible your Partner Data from our systems, with the exception of any Partner Data that we retain in electronic archives, provided that such retained information remains subject to the confidentiality obligations in these Terms of Service. Where Partner Data includes EU/EEA Personal Information, BigGeo's obligations regarding retention, deletion, and return of such data upon termination shall be as further described in the applicable Data Processing Agreement, which shall govern in the event of any conflict with this Section 21(d). Upon request, BigGeo will provide a written deletion confirmation in accordance with the DPA.

(e) The following sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Section 6 (Ownership and License Grants), Section 11 (Confidentiality), Section 12 (Privacy), Section 16 (Free Trial), Section 17 (Third Party Products), Section 18 (Disclaimer), Section 19 (Limitation of Liability), Section 20 (Partner Data Indemnification), this Section 21 (Term; Termination; Survival), and 22 (General Provisions).

(a) These Terms of Service will be governed by and construed in accordance with the laws of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles. Any action or proceeding arising out of or relating to these Terms of Service will be initiated in Calgary, Alberta, and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts sitting therein. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service. Where these Terms of Service involve the collection or processing of EU/EEA Personal Information, the General Data Protection Regulation (EU) 2016/679 ("GDPR") shall apply to such processing activities to the extent required by applicable law, and the terms of any executed Data Processing Agreement shall govern BigGeo's obligations with respect to such data. Nothing in this Section 22(a) limits the jurisdiction of any EU/EEA supervisory authority to investigate or take enforcement action with respect to BigGeo's processing of EU/EEA Personal Information under the GDPR.

(b) These Terms of Service constitute the entire agreement between you and us in connection with the subject matter of these Terms of Service and supersede all prior or contemporaneous agreements, representations or other communications between you and us with respect to the Products and Services. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of these Terms of Service are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", when used in respect of us in these Terms of Service, mean our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.

(c) You will not assign these Terms of Service to any third party without our prior written consent. We may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section 22(c) will be null and void. These Terms of Service will inure to the benefit of and be binding upon the parties, their successors and permitted assignees.

(d) We will not be liable for delays caused by any event or circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labor problems, Internet service failures or delays, cyberattacks, or the unavailability or modification by third parties of telecommunications or hosting infrastructure.

(e) A waiver of any provision of these Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(f) Any provision of these Terms of Service found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.

(g) You will comply with all export laws and regulations that may apply to your access to or use of the Products and Services. We make no representation or warranty that the Products and Services may be exported without you first obtaining appropriate licenses or permits under applicable laws, or that any such license or permit has been, will be, or can be obtained.

(h) To the extent of a conflict between the terms herein and any Order Form, the terms herein will prevail unless the Order Form expressly states that it modifies or varies the terms herein, in which case the terms of the Order Form will prevail solely for the purposes of such modification or variation.

(i) If you believe that we have not adhered to these Terms of Service or if you have any questions or comments regarding these Terms of Service or have feedback, comments, requests for technical support and other communications relating to the Products and Services, please contact us at support@biggeo.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.