BigGeo | Master Services Agreement

Master Services Agreement

Effective July 1, 2025

This BigGeo Master Service Agreement is made between BigGeo Global Inc., an Alberta corporation, and its Affiliates (as defined below) (“BigGeo”)

and

the party that subscribes for the BigGeo Products (as defined below) (“Customer”).

This “Agreement” consists of this BigGeo Master Service Agreement, each Order Form (as defined below), and any executed Data Protection Addendums (“DPA”) if applicable. This Agreement supersedes any previously agreed upon terms.

Where Customer is using a Trial Product (as defined below), Customer consents to this Agreement by accessing or using the BigGeo Product(s).

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1. DEFINITIONS

The following terms, when used in this Agreement will have the following meanings:

“Affiliate” means an entity Controlling, Controlled by or under common Control with a party to this Agreement at any time during the term of this Agreement, for so long as such Control exists, provided, as it relates to Customer, such entity is not a current or prospective competitor to BigGeo or in the business of developing or offering products or technologies that are substantially similar to any BigGeo Product.

“Authorized User” means Customer’s employee, consultants, agents, and contractor (i) who are authorized by Customer to access and use a BigGeo Product and (ii) for whom access to the BigGeo Product has been provisioned or purchased hereunder.

“BigGeo IP” means BigGeo Product(s) (including any improvements thereto made as a result of Customer feedback or suggestions), Index, System Data, Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing or via the Professional Services (including any improvements thereto made as a result of Customer feedback or suggestions). For the avoidance of doubt, BigGeo IP includes System Data and any derived data obtained from compiling, aggregating or analysing it, but does not include Customer Data.

“BigGeo Partner” means any current or future authorized reseller, distributor or other partner of BigGeo.

“BigGeo Product” means (a) a SaaS-based data integration product (“SaaS Product”), (b) downloadable data integration software component or product installed on Customer's premise or in Customer’s private cloud environment (“On-Premise Software”), or (c) any other BigGeo websites, portals, applications, tools, or products, in each case provided by or on behalf of BigGeo.

“Control” means the possession, directly or indirectly, of the power to direct or to cause the direction of the management and policies of a party whether through ownership of voting securities, by contract, or otherwise.

“Customer Data” means any data, including the Customer IP, that Customer or its Authorized Users upload to any BigGeo Product, either directly or indirectly through a Third Party Platform or other data service provider, for use of processing by such BigGeo Product.

“Customer IP” means any intellectual property that Customer or its Authorized Users upload to any BigGeo Product, either directly or indirectly through a Third Party Platform or other data service provider, for use of processing by such BigGeo Product.

“Documentation” means BigGeo’s usage documentation, user manuals, handbooks, training materials, operating manuals and instructions, relating to the BigGeo Product or Professional Services that BigGeo provides or makes available to the Customer in any medium, including being made available on BigGeo’s website.

“Index” means a data structure or process used to maximize the efficiency of data retrieval or search of Customer Data.

“Order Form” means an ordering document, online order, approved quote, or term sheet entered into between Customer and BigGeo, or online order process completed by Customer and confirmed by BigGeo, including any applicable terms, in each case specifying the BigGeo Product(s) or Professional Services to be provided under this Agreement.

“Personal Information” means information about an identifiable individual or “personal information”, “personal data” or “personal identifying information” as defined under applicable laws.

“Professional Services” means consulting, developmental, training, educational, or advisory services provided by BigGeo as identified in the applicable Order Form.

“Source and Target Systems” means, with respect to On-Premise Software, the permitted type and number of computer hardware systems, storage platforms and computer frameworks from which Customer may use such On-Premise Software, as identified in the applicable Order Form.

“System Data” means data, information, or outputs derived by BigGeo from the use of a BigGeo Product, including logs, statistics, or reports regarding the performance, availability, usage, integrity or security of the BigGeo Product (e.g., a user’s path through the BigGeo Product, login frequency, query logs, etc.) and any feedback, suggestions or similar information regarding a BigGeo Product provided by Customer to BigGeo (including any data, information, or outputs collected indirectly through the use of a Third Party Platform or other data service providers). For the avoidance of doubt, System Data does not include Customer Data and does not relieve BigGeo from otherwise complying with its confidentiality obligations under the Agreement.

“Third Party Platform” means any product, add-on or platform not provided or hosted by BigGeo that Customer uses with or to access the BigGeo Product.

“Trial Product” means any BigGeo Product provided on a free, trial, evaluation, proof of concept or similar basis.

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2. BIGGEO PRODUCTS, SERVICES, AND SUPPORT

2.1 BigGeo Products and Services. BigGeo will provide to Customer the BigGeo Products and Professional Services as identified on each Order Form in accordance with this Agreement (and any support agreement), and Customer may use and access such BigGeo Products, each according to the terms of this Agreement (including the applicable Order Form). Customer’s permitted use case will be described on the applicable Order Form or separate addendum mutually executed by the parties that references this Agreement (“Addendum”).

2.2 On-Premise Software License. With respect to any Order Form that includes On-Premise Software, subject to the terms of this Agreement, BigGeo grants to Customer a limited, personal, non-exclusive, non-transferable (except as part of a permitted assignment of this Agreement), non-sublicensable license during the Service term of such Order Form to install, integrate and use for its own internal business purposes such On-Premise Software on the Source and Target Systems.

2.3 Affiliates. To the extent Customer’s Affiliates wish to make separate purchases, any of Customer’s Affiliates may execute a new Order Form specifically for that Affiliate entity and such Customer Affiliate will be subject to this Agreement as if such Customer Affiliate were a signatory to this Agreement. In such cases, the obligations of the Customer under this Agreement shall apply to the Customer’s Affiliate, and the Customer shall remain liable for such obligations.

2.4 BigGeo Partners. This Agreement specifies the terms and conditions under which BigGeo Products or Professional Services are provisioned by BigGeo to Customer, whether purchased directly through BigGeo or indirectly through a BigGeo Partner. Purchases through a BigGeo Partner will be placed through a separate agreement, ordering document or online order between Customer and a BigGeo Partner, or online order process completed by Customer and confirmed by a BigGeo Partner (any of the foregoing, the “Partner Sales Agreement”) which shall address, as between Customer and the BigGeo Partner, any terms and conditions relating to the quantity of products and services purchased, fees, payment (including any applicable refunds), taxes and renewals. The Partner Sales Agreement is between Customer and the BigGeo Partner and is not binding on BigGeo, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the BigGeo Partner. In the event of any conflict between this Agreement and a Partner Sales Agreement, this Agreement shall govern as between BigGeo and Customer. Customer agrees that, in connection with Professional Services or BigGeo Products purchased through a BigGeo Partner: (a) BigGeo may share data or information with, or receive data or information from, the BigGeo Partner related to Customer’s use and consumption of the BigGeo Products; (b) all payments of fees, refunds and credits, if any, are payable by or to the BigGeo Partner; and (c) the BigGeo Partner is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of BigGeo.

2.5 Changes. BigGeo reserves the right, in its sole discretion, to make any changes to the BigGeo Products, Documentation, Professional Services or any other offerings provided by or on behalf of BigGeo that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of BigGeo's products and services to its customers, (ii) the competitive strength of or market for BigGeo’s products and services, or (iii) the cost efficiency or performance of the products and services; or (b) to comply with applicable law.

2.6 Use of System Data. Notwithstanding anything to the contrary in this Agreement, BigGeo may monitor Customer's use of the BigGeo Product and collect and compile Systems Data. As between BigGeo and Customer, all right, title, and interest in Systems Data, and all intellectual property rights therein, belong to and are retained solely by BigGeo. Customer acknowledges that BigGeo may compile Systems Data based on Customer Data’s use of and input into BigGeo Product and Professional Services. Customer agrees that BigGeo may use Systems Data (i) to make amendments to the BigGeo Product, Professional Services, Documentation and in the development of other BigGeo products and systems; (ii) to compile and create aggregated statistics and analysis, which may be made publicly available in compliance with applicable law, and (iii) to the extent and in the manner permitted under applicable law; provided that such Systems Data or compiled aggregated statistics and analysis do not identify Customer or Customer's Confidential Information.

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3. CUSTOMER DATA; RESPONSIBILITIES

3.1 Customer Responsibilities.

(a) General. Notwithstanding anything herein, Customer is solely responsible for (a) the accuracy, content and legality of all Customer Data and warrants that it has sufficient rights in the Customer Data to permit: (i) Customer's use and receipt of the BigGeo Products, and (ii) BigGeo’s use of, access to, and processing of Customer Data pursuant to this Agreement, and (b) the acts and omissions of its employees, contractors and Authorized Users and their compliance with this Agreement.

(b) Personal Information. Customer acknowledges and agrees that it has not and shall not upload any Personal Information as part of the Customer Data without BigGeo’s prior written approval, which may be withheld in BigGeo’s sole discretion. Customer may be required to execute additional documents, including a Data Protection Agreement, prior to BigGeo’s approval for Customer to upload any Personal Information. If Customer uploads Personal Information as part of the Customer Data without BigGeo’s express written approval, Customer shall promptly notify BigGeo in writing that the Customer’s Personal Information was uploaded as part of Customer Data. Customer acknowledges that it is responsible for complying with applicable privacy and data protection laws relating to Personal Information that is uploaded or processed by BigGeo Products, regardless of whether BigGeo’s approval has been granted.

3.2 ”Powered by BigGeo” Deployments. If so specified in the applicable Order Form or Addendum, Customer may offer the applicable BigGeo Product to its customers as part of an integrated product, subject to (a) a written agreement with each end-customer that conditions its authorization to use the BigGeo Product on its acceptance of the terms, and (b) BigGeo’s prior approval of the integrated product and specific use case proposed by Customer for its customers. Customer may not accept, and acknowledges that BigGeo will not be bound by, any terms or conditions with Customer’s customers that modify, add to or change in any way this Agreement (including any Order Form or Addendum). Customer is responsible for providing first-level support to its customers regarding BigGeo Product-related issues; BigGeo will provide support only to Customer regarding such BigGeo Product. Customer is responsible for its end-customer’s use of the BigGeo Products under this section in a manner that conforms with the Documentation and restrictions set forth in this Agreement. To the extent BigGeo reasonably believes that Customer or any of Customer’s customers are not in compliance with this Section 3.2, BigGeo shall have the right to immediately suspend or terminate Customer’s use of the BigGeo Product(s) and will provide notice of any such suspension or termination.

3.3 Third Party Platforms. BigGeo may from time to time make BigGeo Products available to Customer via Third Party Platforms. For the purposes of this Agreement, access to or use of Third Party Platforms are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Platforms, then Customer should not install or use such Third-Party Platforms. In such circumstances, Customer acknowledges that the Customer’s failure or refusal to use Third-Party Platforms may result in in BigGeo being unable to provide the BigGeo Product or other related services to the Customer.

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4. CONFIDENTIALITY; TECHNOLOGY RESTRICTIONS; PROPRIETARY RIGHTS

4.1 Confidential Information. Subject to the limitations set forth in Section 4.2, all information disclosed by one party to the other party during the term of this Agreement, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”. Confidential Information of BigGeo includes non-public information regarding features, functionality and performance of the BigGeo Products and Professional Services. Customer Data is considered Customer’s Confidential Information. The receiving party agrees to maintain the confidentiality of any Confidential Information of the disclosing party using at least the same degree of care it uses to protect its own confidential information, which shall not fall below a reasonable standard of care.

4.2 Exceptions. Confidential Information does not include information which: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred or permitted access to such information; (c) becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the disclosing party.

4.3 Nondisclosure. The receiving party will not disclose any Confidential Information of the disclosing party to any person or entity, except: (a) to agents of the receiving party who have a need to know such information and who are subject to confidentiality agreements with the receiving party at least as protective of the disclosing party’s Confidential Information as this Agreement, or (b) as required to be disclosed by law by any governmental or other regulatory authority, securities exchange or pursuant to the terms of a valid and effective subpoena or court order, provided that the receiving party immediately notifies the disclosing party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the disclosing party may seek appropriate protective action. The receiving party may not use the disclosing party's Confidential Information for any purpose other than to exercise its rights and comply with its obligations under this Agreement.

4.4 Return; Destroy; Protect. On the disclosing party’s request, the receiving party must return or destroy all Confidential Information of the disclosing party which has been supplied to or acquired by the receiving party, other than: (a) records the receiving party has a separate legal right or obligation to retain; and (b) copies of such Confidential Information created in the ordinary course of the receiving party’s business and retained in accordance with its internal document retention and information technology policies. To the extent the receiving party retains such Confidential Information, the receiving party will continue to protect such Confidential Information in accordance with Sections 4.1 and 4.3 for so long as it meets the definition of Confidential Information.

4.5 Appropriate Use of the BigGeo Products. Customer shall not use the BigGeo IP for any purposes beyond the scope granted in this Agreement and the relevant Order Form. Customer will not, and will not allow, permit or assist any Authorized User or third party to, directly or indirectly:

(a) reverse engineer, copy, adapt, decompile, disassemble, modify, create derivative works of, derive or otherwise attempt to discover the source code underlying any BigGeo IP; resell any BigGeo IP or use any BigGeo IPfor timesharing or service bureau purposes or otherwise for the benefit of a third party, except as part of a “Powered by BigGeo” deployment identified on an Order Form; attempt to probe, scan or test the vulnerability of any BigGeo IP; breach the security or authentication measures of any BigGeo IP without proper authorization or willfully render any part of a BigGeo IP unusable; use or access any BigGeo IP to develop a product or service that is competitive with any BigGeo Product, engage in competitive analysis or benchmarking, or publicly disseminate performance information or analysis regarding any BigGeo IP; remove any proprietary notices or labels on any BigGeo IP; or use any BigGeo IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, in violation of any applicable laws or regulations (including any export law) or outside the scope expressly permitted hereunder (including in the applicable Order Form);

(b) post, upload, forward, or otherwise transmit any file or software code which contains, facilitates, or launches viruses, worms, trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of any BigGeo Product; attempt to access any other BigGeo systems that are not part of a BigGeo Product; use any BigGeo IP to upload, post, process, distribute, link to, publish, reproduce, or transmit any information, software or content for which Customer does not have the legal right to engage in such activities;

(c) post, upload, forward or otherwise transmit any illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind; or

(d) with respect to On-Premise Software: (i) translate or localize any On-Premise Software; (ii) redistribute, encumber, sell, rent, lease, sublicense, display, publish, disclose or otherwise transfer rights to any On-Premise Software, in whole or in part, to any third party; or (iii) allow any third party (other than contractors that are Users) to access or use the On-Premise Software.

Customer and its Authorized Users will use the BigGeo IP in compliance with this Agreement, the applicable Order Form, the Documentation, and all applicable laws and regulations. Without limiting its other remedies, BigGeo may suspend or terminate Customer’s access to the BigGeo Products or prohibit any use of the BigGeo Products if Customer breaches any of the above restrictions in this section or if Customer’s use of a BigGeo Product presents a risk of material harm to any BigGeo Products, BigGeo, or other parties, provided that, where practicable, BigGeo will give Customer prior notice thereof so that Customer may seek to resolve the issue and avoid suspension or termination.

4.6 Injunction for Breach. The parties agree that damages would be an inadequate remedy in the event of a breach of this Section 4. Therefore, the parties agree that a party is entitled, in addition to any other rights and remedies otherwise available, to seek injunctive and other equitable relief in the event of a breach or threatened breach by the other party of this Section 4.

4.7 Proprietary Rights. Customer owns all right, title and interest in and to the Customer Data and Customer Confidential Information. Customer grants BigGeo all necessary rights to process Customer Data in accordance with the terms of this Agreement. BigGeo owns and retains all right, title and interest in and to the BigGeo IP. All rights not expressly granted under this Agreement are reserved by BigGeo.

4.8 Marketing Permissions. Customer hereby grants to BigGeo a limited, non-exclusive, royalty-free, fully paid-up right and licence, during the Term, to use and display Customer’s name and logo on BigGeo’s website and marketing materials in connection with identifying Customer as a customer. Subject to Customer’s prior written approval (which shall not be unreasonably withheld), if BigGeo requests, Customer also agrees to participate in a news release, case study, video testimonial, and/or cooperate with BigGeo in presenting at a BigGeo event or speaking to the media.

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5. SECURITY MEASURES

5.1 Protection of Customer Data. BigGeo will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include measures for preventing access, use, modification or disclosure of Customer Data by BigGeo, except (a) to provide the applicable BigGeo Product and to prevent or address service or technical problems, (b) as provided in Section 5.2 below, or (c) as Customer expressly permits in this Agreement or otherwise in writing. Subject to section 3.1(b), where BigGeo provides express written permission for the Customer to include Personal Information in the Customer Data, BigGeo’s Data Protection Addendum (“DPA”) is incorporated by reference into this Agreement. Notwithstanding the foregoing, Customer and Authorized Users shall remain responsible for and agree to (i) keep all login information related to accessing BigGeo Product, Index or Professional Services, including Third-Party Platform login information, confidential; and (ii) promptly notify BigGeo and the Third-Party Platform, as applicable, if Customer and/or Authorized Users become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account. BigGeo will have no obligations or liability as to any loss resulting from Customer and/or the Authorized User’s failure to safeguard login information linked to this Agreement and Order Form.

5.2 Transfer and Processing of Customer Data. Customer acknowledges and agrees that BigGeo may transfer or process Customer Data using a Third Party Platform or other data service providers, provided that such activities shall be in compliance with Section 5.1 above.

5.3 Removal of Customer Data. Upon termination or expiration of this Agreement, in the event BigGeo has any Customer Data, BigGeo shall delete all such Customer Data from its systems without retaining any copies thereof (other than copies retained in accordance with BigGeo’s internal document retention and information technology policies). For greater certainty, BigGeo shall have no obligation to retain or return any Customer Data upon the termination or expiration of this Agreement.

5.4 Customer Responsibilities. Customer is responsible for security relating to its environment, particularly its Source and Target Systems, and security relating to its configuration of the BigGeo Products. This includes implementing and managing procedural, technical, and administrative safeguards on its systems and networks sufficient to: (a) ensure the confidentiality, security, integrity, and privacy of Customer Data; and (b) follow the principle of least privilege when connecting the BigGeo Products to Customer’s Source and Target Systems, especially by granting no more than read-only access to data sources. Customer is also responsible for provisioning Authorized Users, including: (i) methods of authenticating Authorized Users (such as SSO or industry-standard secure username/password policies); (ii) managing admin privileges; (iii) deauthorizing personnel who no longer need access to the applicable BigGeo Product; and (iv) setting up any API usage in a secure way. BigGeo will have no obligations or liability as to any loss resulting from Customer’s security configuration or administration of the BigGeo Products.

6. PAYMENT OF FEES

6.1 Calculation of Fees. Customer will pay BigGeo the applicable fees described in each Order Form (the “Fees”), except if Customer is purchasing a BigGeo Product or Professional Services through a BigGeo Partner as specified in a Partner Sales Agreement. All Fees are non-cancelable and non-refundable, except as expressly provided otherwise herein. If Customer’s use of a BigGeo Product exceeds the usage or capacity set forth on the applicable Order Form, or otherwise requires the payment of additional Fees (per the terms of this Agreement), BigGeo will invoice Customer in arrears for such additional usage or capacity, and Customer agrees to pay the additional Fees in the manner provided herein.

6.2 Payment Terms. BigGeo will bill for the BigGeo Products or Professional Services through an invoice, through the marketplace where the original purchase was made, or directly through credit card if provided. Full payment for invoices must be received by BigGeo within the payment terms described in the Order Form, after the issuance of the invoice (which may be sent by email). If Customer is paying by credit card, Customer represents and warrants that it has the right to use the credit card provided and grants BigGeo the right and authorization to provide the credit card information, including the credit card number, its expiration date, its security code, and billing address, to third parties for the purposes of facilitating payment transactions. BigGeo reserves the right to charge a 3% surcharge for any credit card payments. Verification of information may be required prior to the acknowledgment or completion of any payment transaction. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, and, without limiting its other remedies, BigGeo may suspend or terminate Customer’s access to the BigGeo Products if Customer’s account is 30 days or more overdue. If Customer believes that BigGeo has billed Customer incorrectly, Customer must contact BigGeo no later than 60 days after the date of the first billing statement in which the error or problem appeared (the “Adjustment Period”), in order to receive an adjustment or credit. Inquiries should be directed to BigGeo’s customer support department. After the Adjustment Period, all payable amounts are final without adjustments.

6.3 Taxes. All amounts payable by Customer under this Agreement are exclusive of all applicable sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges (collectively, “Taxes”). Customer is responsible for payment of all Taxes, except taxes based on BigGeo’s net income. If Customer is required to pay any such taxes, Customer shall pay such taxes with no reduction or offset in the amounts payable to BigGeo hereunder. If an applicable tax authority requires BigGeo to pay any taxes that should have been payable by Customer, BigGeo will advise Customer in writing, and Customer will promptly reimburse BigGeo for the amounts paid.

6.4 On Premise Usage Calculation. With respect to On-Premise Software, if Customer’s system configuration blocks BigGeo’s ability to determine the monthly amounts owed for Customer’s use of such On-Premise Software, then at BigGeo’s request Customer will provide a monthly report and such other reasonably requested information in order for BigGeo to determine such amounts, including a breakdown of Authorized Users, data sources and destinations between Customer-internal usage and PBG usage (“On Premise Usage Report”). BigGeo reserves the right to audit any On Premise Usage Report, and where such On Premise Usage Report under-calculates any amounts, BigGeo may invoice Customer in arrears for such discrepancies, and Customer agrees to pay the additional Fees as invoiced.

7. TERM AND TERMINATION

7.1 Term. This Agreement will continue from the Effective Date until terminated as set forth below (the “Term”). The initial term of each Order Form will begin on the effective date of such Order Form and will continue for the Service term set forth therein, provided that if Customer is on a monthly plan (a) such Order Form will continue until such date as the applicable monthly plan is canceled, and (b) after cancellation, Customer may revive its account by notifying BigGeo of its desire to do so, and may do so if Customer’s account is in good standing. If Customer uses any BigGeo Product after the end of the Service term listed on the Order Form, Customer will be billed in arrears according to the Order Form for any continued usage of such BigGeo Product. Except with respect to monthly plans, each Order Form will renew automatically for successive one-year periods on BigGeo’s then-current Order Form terms and conditions, unless a party provides notice of nonrenewal to the other party at least 60 days prior to expiration of the then-applicable Service term.

7.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice (a) if the other party materially breaches any of the terms or conditions of this Agreement or the applicable Order Form (including any failure to pay any amounts when due) and fails to cure such breach within 30 days after written notice describing the breach; or (b) immediately if a party files for bankruptcy or is the subject of an involuntary filing in bankruptcy (in the latter case, which filing is not discharged within 60 days), makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets, or if a material breach by its nature is incapable of being cured. Upon any expiration or termination, (i) Customer remains obligated to pay the balance due on Customer’s account accrued prior to expiration or termination, and will be billed for such unpaid fees, and (ii) Customer shall immediately cease using the applicable BigGeo Products.

7.3 Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, and terms and conditions relating to proprietary rights, technology restrictions, confidentiality, disclaimers, termination and limitations of liability and the miscellaneous provisions below.

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8. WARRANTIES AND DISCLAIMER

8.1 Mutual. Each of BigGeo and Customer warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) the person signing or accepting this Agreement on its behalf is a duly authorized representative of such party with the authority to bind such party to this Agreement; (c) its entry herein does not violate any other agreement by which it is bound; (d) it is a legal entity in good standing in the jurisdiction of its formation; and (e) it will use industry-standard measures to avoid introducing viruses or other malicious code into the BigGeo Product.

8.2 BigGeo Warranties. BigGeo warrants that the BigGeo Product will perform materially as described in the Documentation and BigGeo will not materially decrease the overall functionality of the BigGeo Product during the applicable Service term (the “Performance Warranty”). BigGeo will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If BigGeo fails to do so within a reasonable period of time after receipt of Customer's warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming BigGeo Product, in which case BigGeo will issue a pro rata refund to Customer for any prepaid Service fees equal to the terminated portion of the applicable Service term. To receive these remedies, Customer must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the BigGeo Product. These procedures are Customer’s exclusive remedies and BigGeo’s sole liability for breach of the Performance Warranty, except that if breach of the Performance Warranty constitutes a material breach of this Agreement, then Customer may terminate this Agreement in accordance with Section 7.2.

8.3 Trial Products and Pre-commercial Features. From time to time, Customer may have the ability to use a Trial Product or new features on an alpha test, beta test or similar basis (“Pre-Commercial Features”). Pre-Commercial Features are optional and will be identified as such so that Customer may decide whether to opt in. Either party may terminate Customer’s use of Trial Products and Pre-Commercial Features at any time for any reason. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRIAL PRODUCTS AND PRE-COMMERCIAL FEATURES ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES, REPRESENTATIONS, CONDITIONS, INDEMNITIES, SERVICE LEVEL COMMITMENTS, OR SUPPORT OR OTHER OBLIGATIONS, AND BIGGEO DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT THERETO. IN NO EVENT WILL BIGGEO BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH ANY TRIAL PRODUCTS OR PRE-COMMERCIAL FEATURES, OR CUSTOMER’S USE THEREOF.

8.4 DISCLAIMERS. BIGGEO DOES NOT WARRANT THAT THE BIGGEO PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE BIGGEO PRODUCTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BIGGEO PRODUCTS AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND BIGGEO DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BIGGEO MAKES NO WARRANTY OF ANY KIND THAT THE BIGGEO IP, OR ANY BIGGEO PRODUCTS OR RESULTS OF THE USE THEREOF, 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, FREE OF HARMFUL CODE, OR ERROR-FREE. NOTWITHSTANDING ANYTHING HEREIN, BIGGEO IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS, THIRD PARTY DISTRIBUTORS OR ANY OTHER DATA SERVICE PROVIDERS. ALL THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR TESTING ANY ON-PREMISE SOFTWARE BEFORE USING IT IN A LIVE ENVIRONMENT, THE PROTECTION OF ITS DATA AND INFORMATION THROUGH INSTALLATION OF THE MOST RECENT COMPUTER VIRUS DETECTION PROGRAMS, AND THE TIMELY CREATION OF BACK-UP COPIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BIGGEO DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT ANY ON-PREMISE SOFTWARE LICENSED WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, AND THE RESULTS OF USING THE ON-PREMISE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS. BIGGEO SHALL NOT BE LIABLE FOR ANY DAMAGE (INCLUDING FOR LOSS OR CORRUPTION OF DATA), OR RESPONSIBLE FOR RESTORATION OF SUCH DATA, IN EACH CASE TO THE EXTENT SUCH DAMAGE RESULTS FROM CUSTOMER’S INSUFFICIENT TESTING OF ANY ON-PREMISE SOFTWARE PRIOR TO DEPLOYMENT IN A LIVE ENVIRONMENT.

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9. INDEMNIFICATION

9.1 By BigGeo. BigGeo will defend any claims, actions and demands brought by third parties (collectively, “Claims”) against Customer to the extent that the third party expressly asserts that the BigGeo Product (excluding Customer Data) infringes such third party’s trademark, issued patent, or copyright, or BigGeo misappropriated such third party’s trade secrets in the development of the BigGeo Product (a “BigGeo IP Claim”). BigGeo will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by BigGeo) in connection with any such BigGeo IP Claim. The foregoing obligations do not apply with respect to portions or components of the BigGeo Product (i) made in whole or in part in accordance with Customer specifications, (ii) in the case of On-Premise Software, that are modified by or on behalf of Customer after delivery by BigGeo, (iii) that are combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) in the case of On-Premise Software, where Customer continues the allegedly infringing activity after being notified thereof or after being provided an update that would have avoided the alleged infringement, or (v) where Customer’s use of the BigGeo Product is not strictly in accordance with this Agreement (each, an “Excluded Claim”). If the use of the BigGeo Product by Customer has become, or in BigGeo’s opinion is likely to become, the subject of any BigGeo IP Claim, BigGeo may, at its option and expense (x) replace or modify the BigGeo Product to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (y) obtain for Customer a license to continue using the BigGeo Product, or (z) if neither of the foregoing is commercially practicable, terminate this Agreement or the applicable Order Form and provide Customer a pro rata refund of any prepaid subscription fees equal to the terminated portion of the applicable Service term.

9.2 By Customer. Customer will defend any Claims against BigGeo where the third party expressly asserts that the Customer Data or its use: (a) violates any applicable laws or regulations; or (b) infringes such third party’s trademark, issued patent or copyright, or Customer misappropriated such third party’s trade secrets in the collection, transmission or processing of the Customer Data ((a) and (b), a “Customer Data Claim”). In addition, Customer will defend any Claims against BigGeo where the third party expressly asserts an Excluded Claim. Customer will indemnify BigGeo for any damages finally awarded against BigGeo (or any settlement approved by Customer) in connection with any such Customer Data Claim or Excluded Claim.

9.3 Process. The indemnified party will promptly notify the indemnifying party of any Claim subject to indemnity as set forth above (provided that the failure to do so will not relieve the indemnifying party of its obligations above except to the extent that its ability to conduct the defense thereof is materially prejudiced thereby), the indemnifying party will have the sole and exclusive authority to defend and/or settle any such Claim (provided that it may not settle or compromise any Claim or make any admission of liability without the indemnified party’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases the indemnified party of all related liability), and the indemnified party will reasonably cooperate with the indemnifying party in connection with such defense and settlement.

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10. LIMITATION OF LIABILITY

10.1 NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS AND SUPPLIERS (INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFITS, BUSINESS OPPORTUNITY, ANTICIPATED GOODWILL, REVENUE, DATA OR DATA USE, WHETHER FORESEEABLE OR NOT AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 DIRECT DAMAGES. THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO BIGGEO OR A BIGGEO PARTNER FOR THE BIGGEO PRODUCT GIVING RISE TO THE LIABILITY DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (“ORDINARY CAP”).

10.3 EXCLUDED LIABILITIES. NOTWITHSTANDING THE FOREGOING IN SECTIONS 10.1 AND 10.2 ABOVE, LIABILITY IS NOT LIMITED FOR THE FOLLOWING: (A) EACH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (C) BIGGEO’S INDEMNIFICATION OBLIGATIONS FOR BIGGEO IP CLAIMS, AND (D) CUSTOMER’S INDEMNIFICATION OBLIGATIONS FOR CUSTOMER DATA CLAIMS OR EXCLUDED CLAIMS.

10.4 NON CUMULATIVE LIABILITY. IN NO EVENT WILL BIGGEO BE LIABLE FOR THE SAME EVENT MULTIPLE TIMES UNDER THE ORDINARY CAP. SIMILARLY, THOSE CAPS WILL NOT BE CUMULATIVE; IF THERE ARE ONE OR MORE CLAIMS EACH SUBJECT TO THE CAP, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE ORDINARY CAP.

10.5 TRIAL PRODUCTS, FREE PLANS, AND PRE-COMMERCIAL FEATURES. NOTWITHSTANDING ANYTHING HEREIN, BIGGEO’S AGGREGATE LIABILITY WITH RESPECT TO TRIAL PRODUCTS, FREE PLANS, AND PRE-COMMERCIAL FEATURES WILL NOT EXCEED $100.

11. MISCELLANEOUS

11.1 No Agency; No Third Party Rights. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever to any third party. For the avoidance of doubt, there are no third party beneficiaries under this Agreement.

11.2 Notices. All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested to each party at its respective address provided on the then current Order Form.

11.3 Enforceability. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in full force and effect and this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Agreement prohibited or unenforceable in any respect.

11.4 Force Majeure. If the performance of this Agreement or any obligations (other than payment obligations) hereunder is prevented or interfered with by any act or condition beyond the reasonable control of a party hereto, including without limitation, acts of God, unusually severe weather, war, invasion, riot or other civil unrest, government laws, orders or embargoes, strikes or lockouts, that party upon giving prompt notice to the other party shall be excused from such performance during such occurrence, provided however that if the force majeure event continues for 30 consecutive days, the non-affected party may terminate this Agreement or the applicable Order Form.

11.5 Assignment. This Agreement may not be assigned by either party without the other party’s consent, whether by operation of law or otherwise; provided that either party may assign this Agreement to its (a) Affiliate or (b) successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party related to this Agreement. Any other purported assignment shall be void.

11.6 Integration; Order of Precedence. This Agreement is the complete statement of the mutual understanding of the parties and supersedes and replaces all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. The parties agree that any term or condition stated in Customer’s purchase order or in any other Customer’s order documentation is void, even if accepted by BigGeo or executed by the parties after the Effective Date. In the event of a conflict or ambiguity between the provisions of the main body of this Agreement (including its Exhibit(s)), any Order Form, and any Exhibit to an Order Form, the following order of precedence shall take effect: (i) the Order Form will take precedence; (ii) any Exhibit to an Order Form; and (iii) the main body of this Agreement (including its Exhibit(s)). Notwithstanding the foregoing, if a conflict or ambiguity arises in relation to data protection and cybersecurity, the DPA shall take precedence over the above order of precedence.

11.7 Amendment; Counterparts. No supplement, modification, or amendment of this Agreement shall be binding, unless executed by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. This Agreement may be executed by written signature or electronically and delivered in multiple counterparts, including facsimile, PDF, or other electronic counterparts, all of which will constitute one and the same instrument and agreement. From time-to-time, BigGeo may modify this Agreement. Unless another agreement between the parties supersedes this Agreement, any modifications made by BigGeo to this Agreement become effective upon renewal of the then-current Service term or entry into a new Order Form.

11.8 Governing Law and Jurisdiction; Fees. This Agreement is governed by, and construed in accordance with, in the case of BigGeo Global Inc. and any Affiliates incorporated in Canada, the laws of the Province of Alberta and the federal laws of Canada applicable therein, and in the case of BigGeo US, Inc. and any Affiliates incorporated in the USA, the laws of the State of Texas, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the Province of Alberta or any other jurisdiction). The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees.

11.9 Language. The parties agree that this Agreement and all communications and documents relating hereto shall be expressed in the English language. Les parties ont exigé que ce contrat ainsi que tous documents s'y rattachant soient rédigés dans la langue anglaise.

11.10 Interpretation. For purposes hereof, “including” means “including without limitation”.

11.11 Export Compliance, International Trade Laws. BigGeo Products may be subject to laws and regulations related to international transactions, including export controls, import controls, and trade sanctions administered or enforced by Canada, the United States and other applicable jurisdictions. Customer acknowledges and agrees that it will comply with all applicable export controls, import controls, trade sanctions, and all other applicable international trade laws, regulations and/or any other relevant restrictions in Customer’s use of the BigGeo Products, including that Customer will not, export or re-export, directly or indirectly, the BigGeo Products in violation of applicable law, permit access to or use of any BigGeo Products in Afghanistan, Belarus, North Korea, Russia and Venezuela (collectively, “Designated Jurisdictions”) or any country where such access or use is subject to a trade embargo or prohibition, and that Customer will not use BigGeo Products in support of any controlled technology, industry, or goods or services, or any other restricted use, without having a valid governmental license, authority, or permission to engage in such conduct. Customer will not submit to any BigGeo Product any data controlled under the U.S. International Traffic in Arms Regulations. Customer further represents that it (and each User and / or Affiliate accessing the BigGeo Product) is (1) not located in a country or jurisdiction subject to a trade embargo or comprehensive sanctions relevant to this Agreement, (2) not named on any governmental or quasi-governmental denied party or debarment list relevant to this Agreement, and (3) is not owned directly or indirectly by persons whose aggregated interest in such party is 50% or more and who are named on any such list(s).

11.12 Government Terms. BigGeo may provide the BigGeo Products or Professional Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the BigGeo Products, Professional Services, or any related Documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The BigGeo Products were developed fully at private expense.

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