This Master Marketplace Partner Agreement (the "MMPA" or this "Agreement") is entered into as of [_________________] (the "Effective Date") by and between:
BigGeo Global Inc., an Alberta corporation with its principal place of business at:
Suite 200, 1215 1 Street SW, Calgary, AB T2R 0V3 ("BigGeo")
and the ("Partner"):
BigGeo provides a geospatial data management ecosystem, including its Datalab workspace and its data distribution hub (the "Marketplace"). Partner wishes to provide certain geospatial datasets and related materials (the "Partner Data") to BigGeo for the purpose of hosting, marketing, and reselling such data to third-party customers. This Agreement sets forth the legal and commercial framework under which Partner Data will be integrated into the BigGeo Marketplace.
For the purposes of this Agreement, "Partner" means the legal entity identified in the signature block of this MMPA or in the most recent executed Participation Plan, including such entity's Affiliates that execute a Participation Plan referencing this MMPA. The individual signing or accepting this MMPA on Partner's behalf represents and warrants that they have authority to bind Partner.
This MMPA may be executed by written signature, electronic signature, or by click-through acceptance through a BigGeo interface. Click-through or electronic acceptance, including timestamps, IP address, account identifier, and the version of this MMPA accepted, shall be admissible as evidence of the parties' agreement and shall have the same legal effect as a manually signed counterpart, provided that BigGeo reserves the right to require a manually countersigned MMPA where Partner's anticipated tier, registered customer footprint, regulatory profile, or data sensitivity warrants legal review.
The following defined terms apply throughout this Agreement, presented in alphabetical order:
"Active Registered Customer" means a Registered Customer that has (a) created and verified a BigGeo account, (b) completed onboarding, and (c) consumed at least 1,000 Platform Credits. Mere declaration by Partner does not constitute Active status.
"Aggregated Usage Data" means anonymised, non-identifiable data derived from how End Users and Partners interact with the Marketplace, including frequency of access, feature usage, and performance metadata. Aggregated Usage Data cannot identify any individual and is not Personal Data.
"Chain of Title" means the full and unbroken chain of rights, licenses, permissions, consents, and releases required for Partner to grant BigGeo the rights set out in Section 2, including any rights obtained from original data creators, licensors, or data subjects.
"Data Breach" means any actual or reasonably suspected unauthorised access to, disclosure of, alteration of, duplication of, or loss of Partner Data while in BigGeo's custody or control, whether caused by external attack, internal misuse, system failure, or third-party action. Where Personal Data is involved, "Data Breach" also includes any "personal data breach" as defined under applicable Data Protection Laws.
"Data Processing Agreement" or "DPA" means the data processing agreement between BigGeo and Partner (if any) governing the processing of Personal Data, including EU/EEA Personal Data, in accordance with applicable Data Protection Laws.
"Data Protection Laws" means all applicable laws and regulations relating to the collection, use, storage, transfer, and processing of personal data, including: (a) in Canada: the Personal Information Protection and Electronic Documents Act (PIPEDA) and the Alberta Personal Information Protection Act (PIPA); (b) in the United States: the California Consumer Privacy Act (CCPA) and its amendment by the California Privacy Rights Act (CPRA); and (c) in the European Union and European Economic Area: the General Data Protection Regulation (EU) 2016/679 ("GDPR") and applicable EU/EEA member state implementing legislation.
"Data Transaction Credit" or "DTC" means the unit of payment for data commerce on the BigGeo Spatial Cloud, spent by an End User to purchase or license data through the Marketplace. DTC transactions are the sole basis for Revenue Share between BigGeo and Partner.
"End User" means any third-party customer who purchases, subscribes to, or accesses Partner Data through the BigGeo Marketplace.
"End User License Agreement" or "EULA" means a BigGeo-approved end user license or terms governing End User access to and use of Partner Data through the Marketplace.
"Entitlement" means the act by which Partner allocates Platform Credits from its Participation Plan allowance to a Registered Customer, enabling that Registered Customer to consume BigGeo platform infrastructure without paying BigGeo directly. Entitlement is at Partner's sole discretion; there is no minimum, no maximum, and no required formula.
"Existing Customer Subscription" means any End User subscription to Partner Data in effect immediately prior to termination of this Agreement, including any renewals or extensions purchased or formally committed to by such End User prior to such termination. For clarity, Registered Customer Entitlements and Zero-Cost Variants are governed separately under Section 8.4(c) and 8.4(d).
"EU/EEA Personal Data" means Personal Data relating to individuals located in the European Union or European Economic Area, as defined under the GDPR.
"GDPR" means the General Data Protection Regulation (EU) 2016/679, as may be amended or supplemented from time to time, and any national implementing legislation enacted in EU member states.
"Gross Revenue" means the total fees collected by BigGeo from End Users for DTC transactions involving Partner Data through the Marketplace, net of: (a) the then-current payment processing fees charged by BigGeo's payment processor (as at the Effective Date, Stripe Connect; published rates available at stripe.com/pricing with such rates being subject to change by the payment processor from time to time); (b) refunds, chargebacks, and reversals; and (c) applicable sales, use, value-added, goods and services, harmonised sales, or similar transaction taxes. BigGeo shall pass through payment processor fees at cost without markup, and any change to such fees shall be reflected in the monthly remittance statement issued under Section 4.7(c). If BigGeo changes its payment processor or processor fee structure in a manner that materially increases the deduction from Gross Revenue, BigGeo shall provide Partner with not less than 30 days' prior written notice.
"Intellectual Property Rights" means all current and future intellectual property rights anywhere in the world, including patents, copyright, trade-marks, trade secrets, database rights, and moral rights, and all applications, registrations, and licenses in respect of the foregoing.
"Marketplace" means BigGeo's data distribution hub through which Partner Data is hosted, marketed, and made available to End Users.
"MMPA" means this Master Marketplace Partner Agreement, as amended from time to time.
"MSA" means the BigGeo Master Services Agreement, as may be amended from time to time, governing a Customer's use of BigGeo Products and Professional Services. The MSA is a separate agreement that is not part of this MMPA, but its existence is acknowledged in Section 11.3 (Order of Precedence and Dual Relationship).
"Partner Data" means all geospatial datasets, metadata, documentation, and related materials that Partner uploads, submits, or makes available to BigGeo under this Agreement.
"Participation Plan" means the commercial document executed by the parties that sits on top of this MMPA and specifies, at a minimum: (a) the Tier in which Partner is enrolled; (b) the Subscription Fee and Platform Credit allocation applicable to that Tier; (c) the Registered Customers declared by Partner as of the effective date of the Participation Plan; (d) the term of the Participation Plan; and (e) any Tier-specific commitments. A new Participation Plan is issued upon any Tier change; the underlying MMPA is unaffected by Tier changes. For the avoidance of doubt, the Participation Plan is the commercial document executed under this MMPA. It does not include any Order Form executed under a separate Master Services Agreement, which governs Customer activities on the BigGeo platform.
"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable Data Protection Laws. For the purposes of this Agreement, "Personal Data" includes "Personal Information" as used in applicable Canadian privacy legislation.
"Platform Credit" means the unit of consumption on the BigGeo Spatial Cloud spent on infrastructure (including storage, compute, query execution, Variant generation, data transfer, and feature unlocks). One Platform Credit equals US$0.10 when purchased as part of a Tier subscription, and US$0.20 when purchased as a direct add-on without an active subscription. Platform Credits do not constitute payment for data licensing; data licensing is governed by DTC.
"Registered Customer" means an existing or actively cultivated customer of Partner that Partner formally declares to BigGeo via the Participation Plan or the Datalab admin interface, and whom Partner wishes to bring onto the BigGeo Spatial Cloud without incurring Revenue Share on data Partner has previously sold or licensed to such customer outside of BigGeo. A Registered Customer may be registered to multiple Partners simultaneously; registration confers protection on Partner's pre-existing data relationship with that customer, not exclusivity.
"Reseller Partner" means a Partner whose Partner Data includes datasets owned by a third party that Partner is authorized to sublicense. Reseller Partners are subject to the additional provisions in Schedule A (Reseller Addendum) regardless of Tier.
"Spatial Cloud" or "BigGeo Spatial Cloud" means the BigGeo platform, including Datalab, Datascape, the Marketplace, Codex, and the MCP (Model Context Protocol) surface.
"Standard Contractual Clauses" or "SCCs" means the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679, as approved by the European Commission Decision of 4 June 2021 (EU 2021/914), as may be updated from time to time.
"Stripe Connect" means the third-party payment infrastructure through which BigGeo processes End User payments and remits Revenue Share to Partner.
"Subscription Fee" means the recurring fee payable by Partner to BigGeo for participation at a given Tier, as specified in the Participation Plan and Section 4 of this MMPA.
"Tier" means one of the three program tiers (Select, Gold, or Platinum) at which Partner is enrolled, as specified in the Participation Plan. Each Tier corresponds to a defined Subscription Fee, Platform Credit allocation, Registered Customer cap, and bundle of BigGeo enablement obligations as set out in Section 4 and the Participation Plan.
"Variants" means configurable versions of a dataset (including slices, subsets, transformations, or derivations) defined by parameters such as geographic boundary, time range, attribute filter, or resolution. Variants are created and managed exclusively by BigGeo's data team. Partner shall not self-serve Variant creation. Variants are derived from but do not constitute the raw Partner Data, and Partner's ownership of raw Partner Data is preserved per Section 6.
"Zero-Cost Variant" means a Variant of Partner Data, configured by BigGeo at Partner's instruction, made available to a specific Registered Customer at no DTC cost. Zero-Cost Variants are the mechanism by which Partner delivers existing Partner Data to a Registered Customer through BigGeo without re-incurring Revenue Share on data the Registered Customer previously purchased off-platform.
Partner hereby irrevocably grants to BigGeo and its authorized subcontractors a non-exclusive, worldwide, sublicensable, and royalty-bearing (subject to Section 4) license during the Term to:
For the avoidance of doubt, the rights granted in this Section 2.1 include the explicit right to resell Partner Data to End Users and to sublicense access rights to End Users in BigGeo's name or on Partner's behalf, as applicable.
Variants of Partner Data are created and managed exclusively by BigGeo. Partner acknowledges that Partner does not have, and shall not attempt to obtain or operate, self-serve Variant creation tools or workflows. Where Partner wishes to make a Variant available to a Registered Customer (including any Zero-Cost Variant), Partner shall direct BigGeo's data team to configure such Variant in accordance with the procedures set out in the Participation Plan or the Datalab admin interface. BigGeo's exclusive Variant creation authority does not include the right to merge raw Partner Data with third-party data sources without Partner's prior written consent, as set out in §2.1(e).
(a) BigGeo Authority. BigGeo is authorised to use Partner's name, logo, and trademarks solely for the purpose of marketing and promoting the Partner Data on the Marketplace and in BigGeo's promotional materials during the Term. Partner warrants that it has the right to grant BigGeo this marketing authority.
(b) Partner Authority. Partner is authorised to identify itself publicly as a "BigGeo Data Partner" at Partner's enrolled Tier, and to use the BigGeo Data Partner badge applicable to its Tier (Select, Gold, or Platinum) on Partner's website, sales collateral, email signatures, and pitch decks, in each case in accordance with BigGeo's brand guidelines as updated from time to time.
(c) Brand Guidelines. Each party shall comply with the other party's brand and trademark usage guidelines and shall promptly correct any non-conforming use upon written notice.
(d) Termination of Marketing Rights. Upon termination of this Agreement, each party shall promptly cease using the other party's name, logo, trademarks, and badges, except as required for permitted historical references.
Except as expressly set out in this Agreement, neither party grants the other any rights or licenses in its intellectual property. All rights not expressly granted are reserved.
Notwithstanding the rights granted in §2.1, BigGeo shall not, and shall not permit any subcontractor or sublicensee to:
BigGeo shall use Partner Data solely to exercise the rights granted in §2.1 and to operate, maintain, market, and improve the Marketplace and the BigGeo Spatial Cloud. BigGeo shall not use Partner Data:
Nothing in this §2.5 limits BigGeo's right to use Aggregated Usage Data as defined in §1 or to operate the Marketplace generally, including hosting, indexing, formatting, caching, Variant creation, distribution to End Users, and provision of platform infrastructure.
Partner represents and warrants to BigGeo as of the Effective Date and on a continuing basis throughout the Term that:
Partner is responsible for the accuracy, currency, and quality of the Partner Data. Partner shall use BigGeo's Datalab interface to manage, update, and optimise Partner Data for delivery on the Marketplace. Partner shall promptly notify BigGeo in writing if Partner becomes aware of any inaccuracy, defect, or rights issue affecting the Partner Data.
If Partner breaches any warranty in Section 3.1, Partner shall: (a) notify BigGeo immediately in writing; (b) cooperate fully with BigGeo in remediating the breach, including removing the affected Partner Data from the Marketplace at BigGeo's direction; and (c) indemnify BigGeo in accordance with Section 7.1. A breach of Section 3.1 that is not remedied within 10 business days of written notice shall constitute a material breach entitling BigGeo to terminate this Agreement immediately on notice.
Independent of, and in addition to, the foregoing breach mechanic, BigGeo may, at its discretion and pending investigation, suspend a specific item of Partner Data from the Marketplace where BigGeo has a reasonable basis to suspect a breach of any warranty in Section 3.1 (including a Chain of Title defect, a third-party rights claim, or the unauthorised inclusion of Personal Data). Such suspension is not a termination of this Agreement and shall be lifted promptly once Partner has satisfactorily addressed BigGeo's concerns. Such suspension shall not exceed 30 days without Partner's consent.
(a) General. BigGeo shall implement and maintain reasonable and industry-standard administrative, physical, organisational, and technical security measures to protect Partner Data against unauthorised access, disclosure, duplication, use, modification, or loss.
(b) Minimum Measures. At a minimum, BigGeo shall maintain throughout the Term:
(c) Compliance with Laws. BigGeo shall hold, process, and distribute Partner Data in compliance with all applicable laws.
(d) Personal Data. Where Partner Data includes Personal Data processed under an executed DPA, the security measures in BigGeo's DPA Schedule 3 (Technical and Organisational Security Measures) apply in addition to this §3.4.
(a) General. BigGeo shall take commercially reasonable steps consistent with industry best practice to prevent Data Breaches affecting Partner Data.
(b) Notification. Where BigGeo has reasonable grounds to believe a Data Breach affecting Partner Data has occurred, BigGeo shall:
(c) Carve-Out. BigGeo shall not be responsible for a Data Breach to the extent it results from or is materially aided by Partner's conduct or Partner's failure to maintain the security of its own credentials or systems.
(d) Personal Data Breaches. Where the Data Breach involves Personal Data, the notification timelines and procedures in the executed DPA control over this §3.5 to the extent of any conflict.
Each party acknowledges that a breach or threatened breach by the other party of its obligations under §3.4 (Security) or §3.5 (Data Breach Notification) may cause irreparable harm for which monetary damages would not be an adequate remedy. The non-breaching party shall be entitled to seek injunctive or other equitable relief in respect of such breach, in addition to any other remedies available at law or in equity. This §3.6 does not modify the limitation of liability in §7.2.
All commercial terms governing Partner's participation in the Marketplace, including Tier election, Subscription Fee, billing cadence, Platform Credit allocations and unit costs, Registered Customer caps, Revenue Share percentages, payout mechanics, and any one-time bonuses or onboarding promotions, are set out in the Participation Plan executed by the parties under this Agreement. Each Participation Plan, once executed, forms part of this Agreement. In the event of a conflict between this Section 4 and the Participation Plan on any commercial specific, the Participation Plan controls in accordance with Section 11.3.
Partner shall be enrolled in one of three Tiers, Select, Gold, or Platinum, as elected in the Participation Plan. Each Tier corresponds to a defined Subscription Fee, Platform Credit allocation, Registered Customer cap, and bundle of BigGeo enablement obligations, all as specified in the Participation Plan. Tier changes are effected by execution of an amended Participation Plan and do not require amendment of this Agreement (see Section 11.4).
(a) Payment. Partner shall pay the Subscription Fee specified in the Participation Plan in the amount, currency, and cadence (monthly or annual) set out therein. Annual Subscription Fees are payable in advance.
(b) Late Payment. Late payment of Subscription Fees by more than 30 days entitles BigGeo to suspend Partner's Tier benefits (including Platform Credit allocations and Registered Customer mechanics) without terminating this Agreement.
(a) Allocations. Monthly and annual Platform Credit allocations, in-plan unit costs, and add-on unit costs are specified in the Participation Plan.
(b) Roll-Over. Plan Credits included with a Tier subscription reset every calendar month and do not roll over. Add-on Credits purchased separately expire 12 months after purchase.
(c) Entitlement Persistence. Once Partner has Entitled Platform Credits to a Registered Customer, those Credits remain in the Registered Customer's wallet until consumed or until expiry, whichever occurs first.
(d) Survival on Subscription Cancellation. If Partner cancels the Subscription, Platform Credits already Entitled to Registered Customers shall continue to be honoured by BigGeo until consumed or expired, in order to protect Registered Customer continuity.
Tier-specific Registered Customer caps are set out in the Participation Plan. Partner Entitlement amounts per Registered Customer are at Partner's sole discretion; there is no minimum and no maximum Entitlement.
(a) Rate. The Revenue Share split between Partner and BigGeo on Gross Revenue from DTC transactions involving Partner Data is as specified in the Participation Plan.
(b) Calculation Base. Revenue Share is calculated on Gross Revenue as defined in Section 1 (net of payment processing fees, refunds, and applicable transaction taxes).
(c) DTC Only. Revenue Share applies only to DTC transactions. Platform Credit purchases by Partner or by any End User are not subject to Revenue Share. Zero-Cost Variant deliveries to Registered Customers are not subject to Revenue Share.
(d) New Purchases by Registered Customers. If a Registered Customer purchases a Dataset from Partner that is not covered by an existing Zero-Cost Variant configuration (including any new Dataset Partner makes available after the registration date), such purchase is a standard DTC transaction and is subject to the Revenue Share specified in the Participation Plan. See also §5.5.
(e) Partner and Dataset Bundling. Where a single End User transaction involves Partner Data from multiple Partners, Gross Revenue shall be allocated among Partners pro rata based on the list price of each Partner's contributing Dataset, before applying each Partner's Revenue Share rate.
(a) Payout Mechanism. BigGeo shall remit Partner's share of Gross Revenue via Stripe Connect on the cadence and subject to the hold period specified in the Participation Plan.
(b) Currency. All payments are made in USD unless otherwise specified in the Participation Plan.
(c) Statements. BigGeo shall provide Partner with a monthly remittance statement itemising Gross Revenue collected, Stripe processing fees and other deductions, and the net Revenue Share remitted to Partner.
(d) Disputes. Partner may dispute a remittance statement within 30 days of receipt by providing written notice to BigGeo. Undisputed amounts shall be deemed accepted. The parties shall resolve disputes in good faith within 30 days of the dispute notice.
(e) Withholding Tax. Where applicable law requires BigGeo or Stripe to withhold tax on cross-border remittances, BigGeo shall (i) withhold the required amount, (ii) remit such amount to the relevant tax authority, and (iii) provide Partner with documentation of withholding sufficient to support a foreign tax credit. Partner is responsible for providing accurate tax residency and treaty-relief documentation (including IRS Form W-8BEN-E, IRS Form W-9, Canadian NR301, or local equivalents) prior to the first remittance, as identified in the Participation Plan. Partner bears all tax obligations on amounts paid to Partner, other than taxes based on BigGeo's net income.
(a) Partner Audit of BigGeo. Partner may, no more than once per calendar year and on 30 days' prior written notice, engage a mutually acceptable independent third-party auditor (subject to confidentiality obligations no less protective than Section 9) to audit BigGeo's records of Gross Revenue and Revenue Share calculations relating to Partner Data. Partner bears the cost of the audit, except that BigGeo shall bear the cost where the audit identifies an underpayment to Partner of greater than 5 percent of total Revenue Share owed for the period audited, in which case BigGeo shall also remit the underpayment plus interest at the rate of 1 percent per month.
(b) BigGeo Audit of Partner Reseller Activity. Where Partner is a Reseller Partner, BigGeo may audit Partner's third-party licensing arrangements as set out in Schedule A (Reseller Addendum).
BigGeo shall grant bonus Platform Credits to Partner where the triggering events specified in the Participation Plan occur. Bonus Platform Credit grants are subject to the eligibility, frequency, and trigger conditions set out in the Participation Plan, which reflects the BigGeo Data Partner Program Definition as in effect on the date of the Participation Plan. BigGeo may, in its sole discretion and on reasonable notice, modify the Onboarding Promotions schedule prospectively for new Participation Plans without affecting bonuses already earned.
Partner may, in the Participation Plan or via the Datalab admin interface on an ongoing basis, declare existing or actively cultivated customers as Registered Customers, subject to the Tier cap specified in the Participation Plan. Each declaration shall include the customer organisation name, the customer's BigGeo account identifier (if known), and a representation by Partner, made in good faith, that Partner has a pre-existing or actively cultivated commercial relationship with such customer.
Once a customer is a Registered Customer of Partner: (a) BigGeo shall not directly market datasets that compete with Partner Data to such Registered Customer behind Partner's back; (b) Partner may direct BigGeo to configure Zero-Cost Variants of Partner Data for delivery to such Registered Customer, and such Zero-Cost Variant deliveries shall not be subject to Revenue Share; and (c) Partner may Entitle Platform Credits to such Registered Customer in any amount Partner determines, at Partner's sole discretion.
A single customer organisation may be a Registered Customer of multiple Partners simultaneously. Registration confers protection on Partner's pre-existing data relationship with such customer; it does not confer exclusivity. BigGeo is not obligated to notify Partner when a Registered Customer transacts with a different Partner through the Marketplace.
Registration of a customer does not trigger any retroactive refund or adjustment of past on-platform transactions. Protection from Revenue Share applies prospectively from the registration date forward, exclusively via Zero-Cost Variants configured for such Registered Customer.
If a Registered Customer purchases a Dataset from Partner through the Marketplace that is not covered by an existing Zero-Cost Variant configuration, such purchase is a standard DTC transaction and is subject to Revenue Share under §4.4. Registration protects existing data relationships; it does not exempt future commerce. See also §4.6(d).
Partner retains the right to continue selling Partner Data to its Registered Customers off-platform without Revenue Share owed to BigGeo, provided that Partner does not engage in a systematic pattern of using BigGeo's Spatial Cloud as free analytics infrastructure while consistently transacting with the same customers off-platform. BigGeo reserves the right to monitor for such pattern and, upon a reasonable basis, raise the matter with Partner for good-faith resolution. Persistent and substantial circumvention of the BigGeo platform after notice may constitute a material breach.
Partner may pause or terminate any Registered Customer relationship via the Datalab admin interface. Pausing suspends new Zero-Cost Variant access and stops new Entitlements; existing Entitled Platform Credits remain consumable by the Registered Customer until consumed or expired. Termination of a Registered Customer relationship does not affect the Registered Customer's continued use of any Zero-Cost Variant or Entitled Platform Credits already in their wallet, unless Partner specifically requests removal and BigGeo agrees in writing.
(a) Source of Credits. Entitled Platform Credits are drawn from Partner's Tier allocation under Section 4.4. Partner is solely responsible for purchasing sufficient Platform Credits to cover its desired Entitlement levels.
(b) Visibility. BigGeo shall make available to Partner, through the Datalab admin interface, visibility into Platform Credit consumption per Registered Customer.
(c) BigGeo Operational Guidance. BigGeo's data team may from time to time suggest Entitlement amounts based on expected usage patterns. Such suggestions are operational guidance only and do not bind Partner.
(d) Burn Order. Where a Registered Customer holds Platform Credits from multiple sources (Entitlements from one or more Partners and the customer's own purchased Credits), BigGeo shall consume Credits in the following default order: oldest-expiry-first across all pools, with the Registered Customer permitted to opt to use its own purchased Credits where Entitled Credits are otherwise available.
Nothing in this Section 5 limits BigGeo's right to market its own datasets, BigGeo Marketplace datasets that do not compete with Partner Data, or non-data products and services to a Registered Customer. The protection conferred by registration is limited to BigGeo not directly marketing competing datasets to the Registered Customer.
As between the parties, Partner retains all right, title, and interest in and to the Partner Data, including all Intellectual Property Rights therein. Nothing in this Agreement transfers ownership of the Partner Data to BigGeo.
As between the parties, BigGeo retains all right, title, and interest in and to the Marketplace, Datalab, Datascape, and all underlying technology, including any Variants created to optimize Partner Data for the BigGeo platform. For clarity, BigGeo's ownership of Variants does not extend to the raw Partner Data contained within them.
Partner shall indemnify, defend, and hold harmless BigGeo and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:
To the maximum extent permitted by applicable law, BigGeo's total aggregate liability under this Agreement shall not exceed the total commissions retained by BigGeo from Partner's sales during the twelve (12) months preceding the event giving rise to the claim. This limitation does not apply to: (a) either party's gross negligence or wilful misconduct; (b) Partner's indemnity obligations under Section 7.1; or (c) any liability that cannot be limited or excluded by applicable law.
(a) General Requirement. Where Partner is enrolled at Gold or Platinum Tier, Partner shall maintain throughout the Term, at Partner's cost, insurance coverage with reputable insurers in the minimum amounts set out in §7.3(b). Select Tier Partners are not subject to mandatory insurance requirements but are encouraged to maintain prudent coverage commensurate with their data licensing activities. Reseller Partners (regardless of Tier) shall maintain the insurance specified in §7.3(b).
(b) Minimum Coverage. The required minimum coverage is:
| Coverage Type | Minimum Per Occurrence / Per Claim | Minimum Aggregate |
|---|---|---|
| Commercial General Liability | US$2,000,000 | US$5,000,000 |
| Professional Liability / Errors and Omissions (covering Partner Data licensing activities) | US$5,000,000 | US$5,000,000 |
| Cyber Liability | US$5,000,000 | US$5,000,000 |
Local equivalents in Partner's jurisdiction of formation are acceptable provided coverage limits are no less protective than the foregoing.
(c) Carrier Standards. All policies shall be placed with insurers having a minimum financial strength rating of A- (A.M. Best) or equivalent.
(d) Additional Insured. Partner shall name BigGeo Global Inc. as an additional insured on its Commercial General Liability policy.
(e) Certificates of Insurance. If requested by BigGeo, Partner shall deliver certificates of insurance evidencing the coverage required under this §7.3 to BigGeo at finance@biggeo.com:
(f) Policy Particulars in Participation Plan. Partner's specific carrier, policy number, and expiry information shall be recorded in the applicable Participation Plan and updated upon any renewal or change of carrier. The Participation Plan does not vary the substantive coverage requirements set out in this §7.3; in the event of conflict, this §7.3 controls.
(g) Notice of Material Change. Partner shall promptly notify BigGeo in writing of any cancellation, non-renewal, or material reduction in coverage required under this §7.3, no later than ten (10) business days after Partner becomes aware of such event.
(h) Failure to Maintain Coverage. Failure to maintain the insurance required under this §7.3 constitutes a material breach of this Agreement, subject to the cure mechanic in §8.3(a).
This Agreement commences on the Effective Date and continues until terminated by either party in accordance with this Section 8.
Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party.
BigGeo may terminate this Agreement immediately on written notice if Partner: (a) materially breaches this Agreement and fails to cure such breach within 10 business days of written notice (or as set out in §3.3 for breaches of §3.1, or immediately if the breach relates to §10); (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency proceedings; or (c) submits Personal Data to BigGeo in breach of Section 10.3.
Notwithstanding termination of this Agreement for any reason:
(a) End User Subscription Survival. End Users with Existing Customer Subscriptions shall be permitted to continue using Partner Data for the remainder of their then-current subscription term, plus any renewals or extensions purchased or formally committed to prior to the effective date of termination. Partner shall (i) maintain data availability for such End Users for the full duration of such subscriptions, (ii) continue to receive Revenue Share on such subscriptions until expiry, except that where this Agreement is terminated by BigGeo for Partner's material breach under §8.3(a) relating to §3.1 (Chain of Title) or §10 (Privacy), Partner's right to receive Revenue Share on Existing Customer Subscriptions is forfeit, without prejudice to End Users' continued access rights; and (iii) not take any action that would degrade, remove, or restrict End User access to Partner Data without BigGeo's prior written consent.
(b) Registered Customer Transition. Each Registered Customer of Partner shall, upon termination, become a BigGeo Customer governed by the BigGeo MSA and applicable End User Terms of Service. The registration relationship between Partner and such customer dissolves; BigGeo is not obligated to maintain any "Registered Customer" protections post-termination.
(c) Entitled Platform Credits. Platform Credits already Entitled by Partner to Registered Customers prior to termination shall remain consumable by such Registered Customers until consumed or until natural 12-month expiry, and shall not be returned to Partner.
(d) Zero-Cost Variants. Zero-Cost Variants configured prior to termination shall remain accessible to the relevant Registered Customer post-termination, unless Partner specifically requests removal in writing and BigGeo agrees in writing. BigGeo shall consider, but is not obligated to honour, any such request.
(e) Customer Notification. BigGeo shall notify each affected Registered Customer of Partner's departure through human, account-managed communication, not automated system notice.
(f) Equitable Relief. Partner acknowledges that breach of this Section 8.4 would cause irreparable harm to BigGeo, affected End Users, and affected Registered Customers, and agrees that BigGeo shall be entitled to seek injunctive or other equitable relief for any such breach.
Upon termination or expiry of this Agreement (other than in connection with Existing Customer Subscriptions): (a) BigGeo shall cease marketing and offering new subscriptions to Partner Data; (b) BigGeo shall return or delete Partner Data from its systems within 60 days of the end of the Existing Customer Subscription tail period, subject to any legal retention obligations or, where Zero-Cost Variants persist under §8.4(d), within 60 days of the end of the longer of (i) Existing Customer Subscription tail period, or (ii) the period during which Zero-Cost Variants remain active; and (c) each party shall promptly return or destroy the other party's Confidential Information. For the avoidance of doubt, BigGeo's obligation to delete or return Partner Data is suspended during any period in which Existing Customer Subscriptions or active Zero-Cost Variants persist under Section 8.4.
The following provisions survive termination or expiry of this Agreement for any reason: Section 3 (Warranties, for the applicable limitation period), Section 3.4 (BigGeo Security Obligations, for the period during which any Partner Data remains in BigGeo's systems), Section 3.5 (Data Breach Notification, in respect of any incident occurring during the Term or affecting Partner Data retained post-termination), Section 3.6 (Equitable Relief for Security and Breach Obligations), Section 4 (in respect of accrued and unpaid amounts and any Revenue Share owed on Existing Customer Subscriptions), Section 5 (Registered Customers, Entitlements, and Zero-Cost Variants, in respect of any ongoing obligations under Section 8.4), Section 6 (Ownership), Section 7 (Indemnification, Liability, and Insurance), Section 8.4 (Termination Handling, until full expiry of all Existing Customer Subscriptions and Entitled Platform Credits), Section 8.5 (Post-Termination Obligations), Section 9 (Confidentiality), Section 10 (GDPR and Privacy Compliance, in respect of any ongoing processing obligations), Section 11 (General Provisions), and Schedule A (Reseller Addendum, where applicable).
Each party ("Recipient") shall maintain the confidentiality of all non-public information disclosed by the other party ("Discloser") in connection with this Agreement ("Confidential Information"), using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care. Where Discloser is BigGeo, Confidential Information includes the Spatial Cloud's non-public features, pricing, the BigGeo Data Partner Program Definition, and BigGeo's analytics. Where Discloser is Partner, Confidential Information includes Partner Data and Partner's customer lists (including Registered Customer declarations).
Recipient shall not use Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement.
Recipient shall not disclose Confidential Information to any third party except: (a) to its employees, contractors, and professional advisors with a need to know who are bound by equivalent confidentiality obligations; or (b) as required by applicable law, regulation, court order, or regulatory authority, subject to Section 9.4.
If Recipient is compelled by law to disclose Confidential Information, Recipient shall, where legally permitted, give Discloser prompt prior written notice so that Discloser may seek a protective order or other remedy, and shall reasonably cooperate with Discloser at Discloser's expense. Recipient shall disclose only the minimum Confidential Information legally required and shall use reasonable efforts to ensure that the disclosed information is treated confidentially by the recipient.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was already known to Recipient at the time of disclosure, as evidenced by written records; (c) becomes known to Recipient from a third party with no obligation of confidentiality; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information, as evidenced by written records.
Upon termination or written request by Discloser, Recipient shall promptly return or destroy all Confidential Information in its possession or control, except: (i) records Recipient has a separate legal obligation to retain; and (ii) electronic backups created in the ordinary course in accordance with Recipient's information-technology and document-retention policies, which shall remain subject to this Section 9 for so long as retained.
Each party acknowledges that breach of this Section 9 may cause irreparable harm and that monetary damages may be inadequate; the non-breaching party shall be entitled to seek injunctive and other equitable relief, in addition to any other remedies available.
Each party shall comply with all applicable Data Protection Laws in connection with its activities under this Agreement. For the avoidance of doubt, this includes: (a) Partner's obligations as a data controller in connection with the collection and compilation of Partner Data; and (b) BigGeo's obligations as data controller or data processor (as applicable) in connection with the hosting, marketing, and distribution of Partner Data through the Marketplace. Where Partner Data is presented as anonymised, pseudonymised, or aggregated, Partner remains responsible for assessing whether the data nonetheless constitutes Personal Data under applicable Data Protection Laws (including by reference to re-identification risk), and for executing a DPA with BigGeo prior to submission where any such risk is identified.
Partner Data submitted to BigGeo under this Agreement must not contain any Personal Data (including EU/EEA Personal Data) unless Partner has obtained BigGeo's prior written approval and both parties have executed a DPA governing such processing in accordance with Section 10.3.
Partner warrants that it has assessed and verified that the Partner Data does not contain Personal Data, including through appropriate anonymisation, aggregation, and de-identification measures applied prior to submission. If Partner discovers that Personal Data has been inadvertently included in any Partner Data submitted without an applicable DPA:
If Partner wishes to submit Partner Data that contains Personal Data (including EU/EEA Personal Data), both parties must first:
Submission of Personal Data (including EU/EEA Personal Data) in the absence of an executed DPA shall constitute a material breach of this Agreement, entitling BigGeo to terminate immediately on notice and entitling BigGeo to indemnification under Section 7.1(c).
Where Partner Data includes EU/EEA Personal Data and both parties have executed a DPA, any transfer of such data from the EU/EEA to BigGeo in Canada shall be governed by Standard Contractual Clauses (the applicable Module, typically Module 2: Controller to Processor, unless the parties' processing roles dictate otherwise) as incorporated into the applicable DPA. Parties shall execute the applicable SCC annex prior to any transfer of EU/EEA Personal Data.
BigGeo has designated an EU/EEA Representative pursuant to Article 27 of the GDPR:
VeraSafe
https://verasafe.com/public-resources/contact-data-protection-representative
Telephone: +420 228 881 031 or +44 (20) 4532 2003
VeraSafe Netherlands BV, Keizersgracht 555, 1017 DR Amsterdam, Netherlands
VeraSafe United Kingdom Ltd., 37 Albert Embankment, London SE1 7TL, United Kingdom
Partners located in the EU/EEA or providing EU/EEA Personal Data may contact BigGeo's EU/EEA Representative on matters relating to the processing of personal data, in addition to contacting BigGeo directly at privacy@biggeo.com.
To the extent Partner Data includes Personal Data processed under an executed DPA, each party shall cooperate with the other in responding to data subject requests under applicable Data Protection Laws (including GDPR Articles 15-22), within the timelines required by applicable law. BigGeo shall notify Partner promptly upon receiving any data subject request relating to Personal Data processed under this Agreement.
Each party shall implement and maintain appropriate technical and organisational security measures to protect Personal Data processed in connection with this Agreement against unauthorised access, disclosure, alteration, or destruction, consistent with the standards described in BigGeo's DPA Schedule 3 (Technical and Organisational Security Measures). For the avoidance of doubt, BigGeo's general security obligations with respect to all Partner Data (including non-personal Partner Data) are set out in §3.4, and apply in addition to this §10.7.
All privacy and data protection enquiries relating to this Agreement should be directed to BigGeo at privacy@biggeo.com.
Where Partner directs BigGeo to deliver Partner Data to a Registered Customer through a Zero-Cost Variant, and such Partner Data includes Personal Data, the parties shall execute a DPA prior to such delivery, and the Registered Customer shall be required to accept BigGeo's End User Terms of Service and any applicable EULA before access is granted. The applicable DPA, the BigGeo End User Terms of Service or MSA (as applicable to the Registered Customer), and this MMPA shall together govern the Personal Data flows; in the event of conflict on data protection matters, the DPA controls per Section 11.3.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts in Calgary, Alberta for all disputes arising under this Agreement. Where this Agreement involves the collection or processing of EU/EEA Personal Data, the GDPR shall apply to such processing activities to the extent required by applicable law, and the terms of the executed DPA shall govern BigGeo's obligations with respect to such data. Nothing in this Section limits the jurisdiction of any EU/EEA supervisory authority to investigate or take enforcement action with respect to the processing of EU/EEA Personal Data.
This Agreement is intended to operate alongside the BigGeo Master Services Agreement (the "MSA") between the parties, if any. Where Partner has also entered into an MSA with BigGeo as a Customer of BigGeo Products and Professional Services, the parties acknowledge the following:
(a) Two parallel agreements. This MMPA and the MSA are separate, parallel agreements governing two distinct commercial relationships. The MSA governs Partner's use of BigGeo Products and Professional Services in its capacity as Customer. This MMPA governs Partner's supply of Partner Data to the Marketplace.
(b) Independent execution and termination. Each agreement is executed independently and may be terminated independently. Termination of one agreement does not, by itself, terminate the other.
(c) Order of precedence across the pair. In the event of a conflict between this Agreement and the MSA, the order of precedence is, from highest to lowest authority: (i) the executed DPA controls on data protection and cybersecurity matters; (ii) the applicable Order Form (under the MSA) or Participation Plan (under this MMPA) controls on the commercial specifics it covers; (iii) this MMPA controls on Marketplace-specific subject matter (Partner Data licensing, resale and distribution rights, Chain of Title warranties, commercial Tiers, Revenue Share, and Marketplace-specific indemnities); (iv) the MSA controls on general platform and service terms not specific to the Marketplace; and (v) the Schedules and Exhibits to the applicable master agreement, then the main body of the applicable master agreement.
(d) Combined commercial documents. BigGeo may, at its discretion, issue separate Order Forms and Participation Plans, or a single combined commercial document that clearly identifies which line items are governed by which agreement. In the latter case, each line item shall be deemed governed exclusively by the agreement under which it would naturally fall.
(e) Activities at the boundary. Where Partner in its dual capacity uses Datalab to manage its own Partner Data prior to publication on the Marketplace, the activity is deemed to be conducted under this MMPA. Where Partner in its dual capacity uses BigGeo Products to consume Datasets from the Marketplace, the activity is deemed to be conducted under the MSA.
Tier changes are effected by the parties executing an amended Participation Plan; this MMPA remains in effect across Tier changes without amendment. Upgrades may be initiated at any time and take effect at the next billing cycle. Downgrades are processed at the end of the then-current annual term, except that mid-term downgrades may be agreed by the parties on a case-by-case basis. Any Tier upgrade triggers the bonus Platform Credit grant set out in the Participation Plan.
This Agreement, together with any Participation Plan and Schedule A (where applicable), constitutes the entire agreement between the parties with respect to the Marketplace relationship. Where Partner is also a Customer under a separate MSA, the MSA constitutes a separate, parallel agreement governed by §11.3.
No amendment to this Agreement shall be binding unless executed in writing by duly authorised representatives of both parties.
Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.
If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be amended to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
All notices under this Agreement shall be in writing and delivered by email (with read receipt or written acknowledgment), overnight courier, or certified mail to the addresses on the applicable Participation Plan. Notices to BigGeo on privacy matters shall be directed to privacy@biggeo.com.
No waiver of any provision of this Agreement shall be effective unless in writing. A waiver in one instance shall not constitute a waiver on any other occasion.
Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, government action, natural disasters, or infrastructure failures, provided that the affected party provides prompt written notice and uses reasonable efforts to mitigate the impact. If a Force Majeure event continues for 60 consecutive days or more, the unaffected party may terminate this Agreement on 30 days' written notice without further liability, except for accrued payment obligations and surviving provisions under Section 8.6.
Schedule A (Reseller Addendum) applies to and binds Partner only where Partner is a Reseller Partner. Schedule A is incorporated into this Agreement by reference and forms part of it where applicable. The Participation Plan applies in all cases and is similarly incorporated.
Where the BigGeo Data Partner Program Definition, Participation Plans, BigGeo Marketplace policies, or other BigGeo materials reference an "MMA," "Master Marketplace Agreement," "Marketplace Agreement," or "MMPA," such references are deemed to refer to this Master Marketplace Partner Agreement. The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation."
IN WITNESS WHEREOF, the parties have executed this Master Marketplace Partner Agreement as of the Effective Date.
This Schedule A applies only where Partner is identified as a Reseller Partner in the Participation Plan. It supplements the MMPA without replacing any MMPA provision.
(a) The warranties in MMPA Section 3.1 (including Chain of Title) extend to all third-party data Partner makes available through the Marketplace.
(b) Partner specifically warrants that, for each third-party dataset, Partner holds or has lawfully obtained sublicensing rights sufficient to grant the rights set out in MMPA Section 2.1, including BigGeo's rights to host, market, resell, and sublicense such data to End Users and Registered Customers.
(c) Partner warrants that the original data owner permits the licensing chain contemplated by this Agreement and that no upstream license term prohibits or restricts BigGeo's distribution model.
(a) Prior to listing any third-party dataset on the Marketplace, Partner shall provide BigGeo with documentation evidencing Partner's right to sublicense such dataset, including the relevant upstream license or agreement extracts (subject to commercially reasonable confidentiality redactions). Partner shall provide updated documentation upon (i) any material amendment to the upstream license, (ii) any renewal of the upstream license, and (iii) annually upon BigGeo's request.
(b) BigGeo's legal team shall review the documentation before listing approval. BigGeo may withhold listing approval where the documentation is incomplete, ambiguous, or reflects material risk to the licensing chain. BigGeo shall provide Partner with reasonable opportunity to cure deficiencies before final withholding.
(c) Partner shall promptly notify BigGeo in writing of any material change to the upstream license or any event that affects Partner's right to sublicense, including expiry, breach, dispute, or termination of the upstream license.
Partner shall indemnify, defend, and hold harmless BigGeo and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) any allegation that Partner lacked sufficient sublicensing rights for any third-party dataset listed on the Marketplace; (b) any breach by Partner of an upstream license; or (c) any claim by an upstream data owner relating to BigGeo's distribution, resale, or sublicensing of third-party data through the Marketplace. This indemnity is in addition to, not in lieu of, the indemnification provided under MMPA Section 7.1.
Where commercially required by the upstream license or by applicable law, the Marketplace listing for a third-party dataset shall disclose the third-party origin of the dataset. Partner shall identify any such disclosure obligations in the documentation provided under Section A.2 of this Schedule A.
If Partner's right to resell a specific third-party dataset terminates (whether by expiry, breach, or upstream owner action):
(a) Partner shall notify BigGeo in writing within five (5) business days of becoming aware of such termination.
(b) BigGeo shall promptly remove the dataset listing from the Marketplace.
(c) End User Subscription survival under MMPA Section 8.4 shall apply to the affected dataset, except where the upstream license terms expressly prohibit continued End User access, in which case BigGeo shall provide affected End Users with pro rata refunds in accordance with the BigGeo MSA. Refund costs shall be borne by Partner where the loss of upstream rights is attributable to Partner's breach or non-renewal.
BigGeo may, on 30 days' prior written notice and no more than once per calendar year (except where BigGeo has a reasonable basis to suspect non-compliance, in which case more frequently), audit Partner's third-party licensing arrangements applicable to data listed on the Marketplace. Audits shall be conducted by BigGeo or a mutually acceptable third-party auditor under appropriate confidentiality protections, during normal business hours, and at BigGeo's cost (except where the audit identifies material non-compliance, in which case Partner bears the cost).
Sections A.1, A.2, A.3, A.5, and A.6 of this Schedule A survive termination or expiry of the MMPA in respect of (i) any third-party dataset listed on the Marketplace prior to termination, and (ii) any End User Subscription persisting under MMPA Section 8.4.