1. Applicability. These general terms and conditions (these “Terms”) are the only terms which govern the provision of the Subscription Services by IQGeo (“IQGeo”) through a reseller (“VAR”) to the buyer (“Customer”), IQGeo, VAR and Customer as identified in the Order Form that references these Terms (the “Order”). These Terms prevail over any of Customer’s general terms and conditions of purchase, regardless of whether or when Customer has submitted its purchase order or such terms. IQGeo and Customer may be referred to herein individually as a “Party” and collectively, the “Parties.” IQGeo may revise and update these Terms from time to time in IQGeo’s sole discretion. It is the Customer’s responsibility to check these Terms periodically for changes. The Customer’s continued use of the Subscription Services following the posting of revised Terms means that the Customer accepts and agrees to the revised Terms.

 

2. Provision of the Subscription Services.

 

2.1. Subscription Services. Subject to Customer’s compliance with these Terms and the Reseller Pass-Through Terms, IQGeo shall provide a right to use and access certain subscription services, as indicated on the Order, on an installed basis, including as applicable: (i) the licensing of IQGeo’s proprietary software  and services (“Product(s)”), (ii) the provision of Third Party Software or Third Party Data Services, and (iii) the Documentation (subsections (i)-(iv) collectively the “Subscription Services”) during the Subscription Term (as defined below). For the avoidance of doubt, the provision of support and maintenance services in respect of the Subscription Services (“Support Services”), are not part of the Subscription Services. Support Services shall be provided by VAR pursuant to the terms of the Reseller Pass-Through Terms, including the benefit of any third line maintenance and support services which IQGeo provides to VAR, for the benefit of licensees of the Subscription Services. Whereby: “Documentation” means any materials and documentation provided or made available by IQGeo to Customer in connection with the Subscription Services; “Third Party Data Services” means data services supplied by a third party which may be required to use or optimise the relevant Product; and “Third Party Software” means a software product owned and licensed by a third party and which may be required to use or optimise the relevant Product.

 

2.2. Delivery of the Subscription Services. The Subscription Services are provided on an installed basis and VAR or Customer shall be responsible for installing the relevant Products at the location (e.g. install address, hardware or platform) specified by Customer and identified in the Reseller Pass-Through Terms (“Installation Location”). 

 

2.3. Reseller Pass-Through Terms. The Subscription Services are supplied to Customer, subject to these Terms, by VAR pursuant to the terms of the Reseller Pass-Through Terms. VAR may impose additional terms and conditions for Customer access and/or use of the Subscription Services pursuant to Reseller Pass-Through Terms but in the event of any conflict or inconsistency between the Reseller Pass-Through Terms and these Terms, these Terms shall prevail and supersede such contradictory terms and will control Customer’s use of the Subscription Services. VAR is responsible to for the supply of the Subscription Services and the Support Services pursuant to the terms of the Reseller Pass-Through Terms and Customer acknowledges and agrees that IQGeo shall have no liability to Customer in connection with the Subscription Services or the Support Services (including use or performance of the Subscription Services or Support Services) other than in connection with breach of IQGeo’s obligations under these Terms. These Terms will apply to any new maintenance or minor update, release or version of the Products supplied to Customer by VAR pursuant to the Reseller Pass-Through Terms as part of the Support Services.

 

2.4. VAR supplies. The Subscription Services may require or rely upon software, data services, advice, recommendations, products and services of VAR. Use of such software, data services, advice, recommendations, products and services of VAR is subject to the Reseller Pass-Through Terms or such other terms or conditions of VAR. Notwithstanding any other provision in these Terms, IQGeo shall have no obligation or liability for or in connection with such software, data services, advice, recommendations, products and services of VAR, or any losses or damages arising therefrom. 

 

2.5. License. 

 

2.5.1. License Grant. IQGeo hereby grants to Customer a limited, personal, non-exclusive, revocable, non-transferable, non-sublicenseable license and right, on a subscription basis, to: install one copy of the Products at the Installation Location and permit its authorised Representative(s) (subject to the maximum number of Named Users) (“Users”)  to access and use (as an installed service) the Subscription Services during the Subscription Term solely for the Permitted Purpose. Customer shall at all times ensure full compliance by any Users with these Terms and Customer shall remain fully liable and assume all responsibility for use of the Subscription Services by its Users. Except for the license provided pursuant to this Section, Customer acknowledges these Terms do not grant Customer, and IQGeo expressly disclaims the grant of any license, interest or right to or under any Intellectual Property Rights (as defined below) of IQGeo, whether directly or indirectly, by implication or otherwise. Whereby: “Named User” means any User (including non-human operating devices if such device can access the Product) of a Product, regardless of whether the User is actively using the Product at any given time; “Permitted Purpose” means Customer’s use of the Subscription Services only for Customer’s internal business purposes and in strict accordance with these Terms and the Documentation; and “Representatives” means the employees, consultants, agents or subcontractors of a Party.

 

2.5.2. Named Users and/or Operating Unit. The Subscription Services are licensed on a per Product basis and per Named User or by Operating Unit, or as otherwise set forth in the Order. Customer shall not (and shall not permit its Users to) use the Subscription Services (or any part thereof) in excess of the Products or the number of Named Users or Operating Unit(s), or such other metric as applicable, each case as set out in the Order. If IQGeo has any reason to believe or suspect that Customer or its Users are in violation of these Terms, IQGeo may request additional assurances of compliance from Customer, upon which Customer shall promptly initiate an investigation and provide a written certification of compliance within thirty (30) days, in a form reasonably acceptable to IQGeo. Whereby “Operating Unit” means a division, department or functional area within Customer’s organization that is responsible for a specific corporate activity.

 

2.6. Acceptable Use. Customer shall not (and shall not allow any person other than IQGeo or person authorised by IQGeo to): (i) pledge the Products as collateral or otherwise, and shall not permit the creation if any encumbrance, mortgage, charge, lien or security interest over or on the Products; (ii) use the Products to operate a managed service or service bureau, whether as standalone or bundled product, for the benefit of any other person; (iii) attempt to copy, modify, duplicate, translate, create derivative works from or transmit all or any part of the Products or Documentation in any form or media or by any means; (iv) attempt to reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form all or any part of the Products or otherwise attempt to learn the source code, structure, designs, algorithms, or other items underlying the Product; (v) fix, repair, alter, amend, maintain or support the Products (or attempt to do the same); (vi) license, transfer, assign, distribute, time-share, display, disclose, or otherwise commercially exploit, or otherwise make the Products and/or Documentation available to any third party except the Users; or (vii) modify or remove any copyright, trademark, patent or proprietary notices on the Products or the Documentation. Notwithstanding this foregoing, if IQGeo provides the Subscription Services on an installed basis, Customer shall be permitted to make a single back-up copy of the Products as may be necessary under applicable laws, provided that Customer does not use any back-up copy of the Products for live and/or operational use.

 

2.7. General Restrictions: Customer shall not attempt to circumvent or bypass any license restrictions or limitations imposed by these Terms or any applicable Order. If IQGeo has any reason to believe or suspect that Customer or its Users are in violation of the license restrictions as set out in Section 2 of these Terms, IQGeo may request (in addition to its right of audit in Section 15 of these Terms) additional assurances of compliance from Customer, upon which Customer shall promptly initiate an investigation and provide a written certification of compliance within thirty (30) days, in a form reasonably acceptable to IQGeo. Customer acknowledges that any violation of the usage restrictions or attempts to circumvent license limitations may result in immediate termination of these Terms and may subject the Customer to legal consequences, including but not limited to, monetary damages and injunctive relief. Any breach of this Section shall be a material breach of these Terms.

 

2.8. Acceptable Use of APIs: Any APIs provided are intended solely for use in conjunction with the Subscription Services. Any unauthorized use of the APIs outside the scope of any applicable Order is strictly prohibited.

 

ii) Non-Interference: Customer shall not use the APIs in any manner that interferes with the proper functioning of the subscription Services or disrupts the experience of other users. Excessive use shall be monitored against thresholds or limits communicated in advance by IQGeo, and/or against usage & performance metrics requested by the Customer and mutually agreed upon by IQGeo. IQGeo shall monitor system performance and notify Customer if usage exceeds such thresholds, upon which Customer shall take such reasonable steps to remedy the situation. Excessive use includes, but is not limited to, excessive API requests, automated scripts, or any activity in excess of what the system has been designed for, or in excess of the performance requirements requested by the Customer and agreed upon by IQGeo, causing overloads or degrading the performance of the Subscription Services or its associated services;

 

iii) Compliance Monitoring: IQGeo reserves the right to monitor Customer’s use of the APIs to ensure compliance with these restrictions. If IQGeo reasonably believes, based on clear evidence, that  Customer is in violation of these terms, IQGeo shall first notify Customer in writing of the alleged violation and provide a reasonable opportunity to cure the issue (except in cases where immediate suspension is necessary to prevent material harm to the Subscription Services). Only after failure to cure within a reasonable period, or in the event of imminent threat to system integrity, may IQGeo take appropriate action, including but not limited to suspending or terminating Customer’s access to the APIs as appropriate and pursuing legal remedies;

 

iv) Reporting Violations: If Customer becomes aware of any unauthorized use or misuse of the APIs, Customer agrees to promptly notify us and provide all relevant details to assist in IQGeo’s investigation and enforcement efforts;

 

v) Reservation of Rights: All rights not expressly granted herein are reserved by IQGeo. IQGeo reserves the right to modify, suspend, or terminate access to the APIs at any time for any reason without prior notice.

Any breach of this Section shall be a material breach of these Terms.

 

2.9. Suggested Improvements. Customer may provide comments or suggestions regarding, or proposed improvements to the Subscription Services (“Suggested Improvements”). IQGeo will be free to use, disclose, reproduce, license or otherwise distribute, and exploit Suggested Improvements as it sees fit, entirely without obligation to Customer or restriction of any kind on account of Intellectual Property Rights or otherwise, including the payment of any fees or royalties to Customer. All right, title and interest in and to the Suggested Improvements developed and/or implemented by IQGeo and all derivatives thereof and modifications and developments thereto (including all Intellectual Property Rights embodied therein or associated therewith) are and shall remain the exclusive property of IQGeo.

 

3. Third Party Data Services, Third Party Data Software and Third Party Hardware. 

 

3.1. Third Party Data Services and Third Party Software. The Documentation sets forth the Third Party Data Services and/or Third Party Software which are (i) provided by IQGeo for use with the Subscription Services; and/or (ii) required to be provided by Customer for use with the Subscription Services. Customer acknowledges that Customer is solely responsible for purchasing such Third Party Software and/or Third Party Data Services not provided with the Subscription Services. To the extent IQGeo provides Third Party Data Services and/or Third Party Software, IQGeo is licensed to use such incorporated Third Party Data Services and/or Third Party Software in conjunction with the Product and, provided Customer’s and its User’s compliance with these Terms and the applicable Third Party Terms, IQGeo is permitted to extend such licenses to Customer and its Users. “Third Party Terms” means the terms and conditions (including any end user license agreement) which governs use of Third Party Data Services or Third Party Software. Any breach of the Third Party Terms by Customer shall constitute a material breach of these Terms. Customer’s right to use the Third Party Software and/or Third Party Data Services provided by IQGeo shall cease if: (i) the underlying license or right terminates or expires or (ii) on termination or expiration of the applicable Order.

 

3.2. Third Party Hardware. Customer may need to separately purchase hardware, firmware or other technologies sold or provided by a third party that are required in order to utilise and/or optimise performance of the relevant Product (“Third Party Hardware” and, together with Third Party Data Services and Third Party Software, “Third Party Products”).

 

3.3. No Warranty. IQGeo does not warrant any Third Party Products and IQGeo shall have no liability to Customer or responsibility for the Third Party Products, including the quality or performance of the Third Party Products, any failure of the relevant third party owner or vendor to perform on its warranties or for the support of the Third Party Products. IQGeo will use commercially reasonable efforts to support Third Party Software as used in conjunction with the Product(s) and, to the extent legally permissible, will pass through to Customer all warranties from third parties. IQGeo shall have no liability for any failure in performance of or defect in the Subscription Services or any Claims (as defined below) arising therefrom, due to Customer’s failure to separately purchase such Third Party Products. IQGeo does not warrant that the Product will work in combination with any Third Party Product, other than those provided with the Product or as identified pursuant to the Documentation.

 

4. Support Services. VAR is responsible for providing the Support Services as described in and subject to the terms of the Reseller Pass-Through Terms. IQGeo shall have no obligation or liability to Customer for such Support Services. IQGeo will use commercially reasonable efforts to provide maintenance and support services to VAR for any particular Product version for up to eighteen (18) months after such version release date; provided that, IQGeo may terminate the Subscription Term if IQGeo discontinues such maintenance and support services and IQGeo shall refund to VAR the prorated amount of any prepaid subscription fees paid by VAR for the Subscription Services.

 

5. Third Party Providers. Customer acknowledges that IQGeo may engage Third Party Providers from time to time to provide any element of the Subscription Services  on behalf of IQGeo; provided that, IQGeo shall remain responsible to Customer for the supply of the relevant Subscription Services in accordance with these Terms. To the extent there is a failure or issue in, or caused by, the Subscription Services provided by a Third Party Provider and Customer and/or Users suffer any losses, IQGeo shall use commercially reasonable efforts to recover such losses from the Third Party Provider. IQGeo’s liability to Customer for all such losses shall be limited to the amount IQGeo is able to recover from the Third Party Provider and then apportioned in respect of the Customer’s losses. “Third Party Provider” means a third party service provider used or engaged by IQGeo from time to time to provide the Subscription Services on behalf of IQGeo.

 

6. Fees.

 

6.1. Fees. Customer shall pay the fees for the Subscription Services, (“Subscription Fees”) as set forth in the Reseller Pass-Through Terms. Customer acknowledges that the Subscription Fees are payable to VAR under and pursuant to the Reseller Pass-Through Terms. If directed by VAR, Customer shall pay the Subscription Fees, in whole or in part, to IQGeo.  No additional fee shall be payable to IQGeo under these Terms for use of the Subscription Services. All Subscription Fees shall be exclusive of any sales or use tax, including VAT, HST, PST, and GST, as applicable, which shall be payable by Customer. The Subscription Fees are exclusive of travel, accommodation, per diem or other expenses incurred by VAR, IQGeo or its Representatives. Subscription Fees may be subject to change at the conclusion of the Initial Term (as defined below) or as otherwise specified in these Terms and/or the Reseller Pass-Through Terms. In the event of termination of the Subscription by IQGeo or VAR prior to the expiration of the Initial Term or the then current Renewal Term in accordance with Section 18 of these terms or the applicable Reseller Pass-Through Terms, no refund of prepaid fees shall be provided by IQGEO or VAR to Customer unless otherwise expressly provided for in these Terms or Reseller Pass-Through Terms (as the case may be). 

 

6.2. Payment of Fees. VAR shall invoice Customer for the Subscription Fees in accordance with and subject to the terms of the Reseller Pass-Through Terms and such fees are payable on such terms and at such times as specified in the Reseller Pass-Through Terms..

 

6.3. Fees and Named Users. To the extent that IQGeo has licensed to Customer any Product on a per-Named-User basis and in the event Customer’s use of the Product exceeds the licensed number of Named Users, Customer shall promptly notify VAR  of such excess use and VAR  shall invoice Customer for the Subscription Fees associated with such excessive use. Notwithstanding the foregoing, nothing in this Section shall limit IQGeo’s right to recover damages for any breach of these Terms or any of IQGeo’s other rights hereunder. IQGeo will not provide any reduction, discount, rebate or refund to VAR in the event that Customer reduces the number of Named Users during the Subscription Term.

 

7. Customer Obligations. Customer shall: (i) provide IQGeo with all necessary cooperation in relation to IQGeo’s provision of the Subscription Services, including all necessary access to information, Customer Content, Customer IT Systems or other hosting or testing environments, as may be reasonably required by IQGeo; (ii) comply with all applicable laws and regulations; (iii) ensure that the Users act in accordance with these Terms; (iv) have sole responsibility for: (A) the legality, reliability, integrity, accuracy and quality of, and all necessary consents in respect of, the Customer Content and (B) backup and restoration of Customer IT Systems and Customer Content relating to the Subscription Services. Whereby: “Customer Content” means all information, data, materials, and content of any kind, furnished or made available to IQGeo by Customer, and/or stored in or entered into the Products by or on behalf of the Customer, its Users and/or end users while using the Subscription Services and “Customer IT Systems” means Customer’s computing environment (including hardware, software and/or telecommunications networks or equipment) used by Customer in connection with the receipt and/or use of the Subscription Services which is owned, licensed or otherwise controlled by Customer.

 

8. Compliance with Export Law. Customer understands and recognises that the Products, Documentation and any other technical information made available to it hereunder may be subject to the export administration regulations of Canada, the European Union, Germany, United Kingdom, United States Department of Commerce and other United States government regulations related to the export of technical data and equipment and products. Customer acknowledges and agrees Customer is responsible for its compliance with all such regulations. Customer’s breach of this Section shall constitute a material breach of these Terms.

 

9. Warranties; Disclaimer of Warranties.

 

9.1. Product. IQGeo warrants that each Product delivered thereto will substantially conform, in all material respects, to the Documentation for a period of ninety (90) days after the Product is delivered to Customer (“Warranty Period”). Customer shall notify VAR in writing (a “Warranty Notice”) within the Warranty Period in the event of any defect in the relevant Product which prevents the Product from complying with this Section and (provided that, such a defect does not result from Customer’s or a User’s misuse or unauthorised use of the Product) IQGeo shall or shall procure that VAR shall, as part of the Support Services, (at its sole option) either take reasonable steps to remedy the defect or replace the Product within ninety (90) days of the Warranty Notice.

 

9.2. Subscription  Services. IQGeo warrants that:  (i) IQGeo will utilise appropriately experienced, qualified and trained personnel in performance of the Subscription Services; and (iii) IQGeo has and will maintain all necessary rights, licenses, consents, and permissions necessary for the performance of its obligations under these Terms.

 

9.3. DISCLAIMER OF WARRANTIES. Except as expressly and specifically provided in these Terms, Customer assumes sole responsibility for results obtained from the use of the Subscription Services, and for conclusions drawn from such use. IQGeo shall have no liability for any damage or loss caused by errors or omissions in any information, instructions or scripts provided to IQGeo by Customer in connection with the Subscription Services or any actions taken by IQGeo at the direction of Customer. WITH THE EXCEPTION OF ANY WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION, IQGEO HEREBY DISCLAIMS, TO THE EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND OTHER TERMS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THESE TERMS, THE SUBSCRIPTION SERVICES, AND ANY OTHER GOODS SUPPLIED OR SERVICES PERFORMED UNDER THESE TERMS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED TERMS AS TO MERCHANTABILITY OR QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, IQGEO DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES (OR CUSTOMER’S USE THEREOF) WILL BE FREE FROM ERRORS OR THAT USE WILL BE UNINTERRUPTED.

 

10. Limitation of Liability. This Section 12 sets out the entire liability of IQGeo (including any liability for the acts or omissions of its affiliates or Representatives) to Customer in respect of: (i) any breach of these Terms; (ii) any use made by Customer of the Subscription Services; and (iii) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

 

10.1. TOTAL LIABILITY. THE TOTAL LIABILITY OF IQGEO AND ITS AFFILIATES AND REPRESENTATIVES IN RELATION TO OR IN CONNECTION WITH ALL CLAIMS BY OR ON BEHALF OF CUSTOMER OF ANY KIND, WHETHER IN CONTRACT, UNDER THE WARRANTIES, INDEMNITY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY VAR  TO IQGEO PURSUANT TO THE RESELLER AGREEMENT IN RESPECT OF THE SUBSCRIPTION SERVICES SOLD TO VAR FOR RESALE TO CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY SUCH CLAIM.

 

10.2. NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, SPECULATIVE, PUNITIVE OR EXEMPLARY DAMAGES, COSTS, OR CLAIMS OF ANY NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUE), ARISING OUT OF OR RELATING TO THESE TERMS REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

10.3. Exclusions to Limits. Nothing in these Terms shall have the effect of limiting or excluding either the Customer’s or IQGeo’s liability for: (i) death or injury caused by its wilful misconduct (or that of its Representatives); (ii) fraudulent misrepresentation or for any other fraudulent act or omission; (iii) in the case of Customer, Customer’s liability to pay the Subscription Fees; (iv) the case of Customer, any infringement of IQGeo’s Intellectual Property Rights or the licenses and/or rights granted by IQGeo pursuant to these Terms; or (v) any other liability which may not lawfully be excluded or limited.

 

11. Ownership of Intellectual Property.

 

11.1. Intellectual Property Rights. “Intellectual Property Rights” means all (i) patents, patent applications, patent disclosures and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, rights in trade names and business names, rights in logos, together with all of the goodwill associated therewith (collectively, “Marks”), (iii) copyrights and copyrightable works (including rights in computer software), mask works, rights in data and databases, (iv) rights in confidential information and trade secrets and know-how, and (v) all other intellectual property rights (in each case, whether or not any of these is registered and including applications for registration or right to apply for registration of any such thing) and all rights or forms of protection of a similar nature to any of those listed before which subsist anywhere in the world.

 

11.2. Customer Owned Intellectual Property Rights. “Customer Content” means any material, documentation or information communicated by the Customer or its Authorized Users to IQGeo, including but not limited to images, videos and Personal Data. All Customer Content that is hosted, stored, used or in any other way transferred to IQGeo or the Product(s) in its performance under these Terms, including all derivatives thereof, belong to Customer and Customer shall retain all rights, title and interest therein (including all Intellectual Property Rights therein or associated therewith).

 

11.3. Datasets and Output Data. “Dataset” means a set of information consisting of Customer Content and, where appropriate, the labels associated with them by the act of annotation, which may be manual or automated. “Output Data” means all information, data and/or databases generated and/or produced in the course of the use of the Subscription Services by the Customer and/or its Authorized Users by utilizing the Customer Content. IQGeo automatically and irrevocably assigns to the Customer, on an exclusive basis, as and when they are developed, all Datasets and Output Data generated with the Products and the Intellectual Property Rights attached thereto. This includes, without exception or reservation, all rights of reproduction, representation, translation, adaptation, transformation and arrangement, for any direct or indirect use and exploitation of all or part of the Datasets and Output Data, whatever the mode, in all forms, on all media and for any purposes whatsoever, including those not foreseeable or not foreseen at the date of the transfer. In particular, IQGeo assigns to the Customer: (a) The rights to use the Datasets and Output Data in any form, even if not foreseen or foreseeable at the Effective Date of this Agreement; (b) The temporary and permanent reproduction rights of the Datasets and Output Data, by all means and on all media whatsoever, known and unknown at the Effective Date of this Agreement; (c) The rights of representation of the Datasets and Output Data by all processes, known and unknown at the Effective Date of this Agreement; (d) The rights to modify, localize, carry, adapt, integrate, customize, correct, translate, evolve, add, delete, create derivative works of etc., all or part of the Datasets and Output Data; ( e) The right to incorporate the Datasets and Output Data, in whole or in part, into any pre-existing or future work;  (f) The right to rewrite the Datasets and Output Data in another language. This transfer is effective in on a world-wide basis, and for the duration of the legal protection of the intellectual property rights relating to the Datasets and Output Data.   

 

11.4. License to Provide and Improve the Services. Customer hereby grants to IQGeo a worldwide, non-exclusive license to access and use the Customer Content to the extent necessary to provide and improve Subscription Services, including to identify, investigate, or resolve technical problems with the Subscription Services. Notwithstanding Section 10.3, Customer grants IQGeo a worldwide, non-exclusive, non-assignable and non-transferable right, for the entire duration of the protection of the related Intellectual Property Rights, to use, reproduce, represent and exploit the Datasets, Output Data and Customer Content, for its own behalf and for the sole purpose of improving the Subscription Services, developing new features and new Products and Services as well as for the purpose of compiling and exploiting statistics. In this context, the Customer: (a) acknowledges and agrees that IQGeo will anonymize the Personal Data before re-using the Customer Content, Datasets and Output Data for its own purposes; (b) acknowledges and accepts that the Processing of Personal Data implemented for the purposes of improving the Subscription Services, developing new features and new Services and for the purposes of compiling and using statistics envisaged by IQGeo are compatible with the Personal Data obligations set forth in the Agreement between the Customer and IQGeo; (c) agrees to inform the Data Subjects of the transmission of their data to IQGeo for the purpose of improving its Subscription Services, developing new features and new Services as well as for the purpose of compiling and using statistics. 

 

11.5. Ownership of the Services. The Subscription Services are owned and operated by IQGeo and its Affiliates and contain materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other Intellectual Property Rights laws and treaties. Except as otherwise provided by IQGeo, none of the Subscription Services may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on the Subscription Services shall be construed to confer any license under any of IQGeo’s Intellectual Property Rights, whether by estoppel, implication or otherwise. Any rights not expressly granted in these Terms are reserved by IQGeo. Customer acknowledges that the Subscription Services contain original works that have been developed, compiled, prepared, revised, selected an arranged by IQGeo, its Affiliates and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and which constitute valuable Intellectual Property Rights of IQGeo, its Affiliates and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how and other Intellectual Property Rights or other proprietary rights of any type, documentation, any improvements, design contributions or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Subscription Services shall, as between Customer and IQGeo, at all times be and remain the sole and exclusive property of IQGeo and its Affiliates. 

 

11.6. IQGeo Marks. The Marks are registered and unregistered Marks of IQGeo and its Affiliates. The Marks may not be used without IQGeo’s prior express written permission. IQGeo acknowledges the Marks of other organizations for their respective products or services mentioned on the Subscription Services. Other than as provided in these Terms, Customer’s use of the Marks, or any other IQGeo content, is strictly prohibited. Customer agrees not to take any action inconsistent with, or that would contest or impair the rights of IQGeo and/or its licensors in or to the Subscription Services, Documentation or Professional Services. Where Customer, acquires, by operation of law, title to Intellectual Property Rights that are inconsistent with the allocation of title set out in this Section, Customer hereby does and shall: (i) assign to IQGeo such Intellectual Property Rights and (ii) execute and deliver all such documents as may be necessary to perfect the assignment to enable IQGeo to enjoy the full benefits of ownership of the relevant Intellectual Property Rights.

 

12. Indemnification Obligations. Each Party shall have the following indemnification obligations. “Claim” means any action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss, outgoing, penalty or proceeding.

 

12.1. IQGeo’s Obligations. Subject to Section 14.2 below, IQGeo shall indemnify, defend and hold harmless Customer, from and against any Claims brought against Customer by a third party that the Product licensed by IQGeo to Customer under these Terms infringes the Intellectual Property Rights (subsisting in the United Kingdom) of that third party and (“IP Claim”), except to the extent where the infringement arises out of or in connection with: (i) Customer’s breach of these Terms; (ii) any Product which has been altered, modified, or revised by Customer or at the request or instruction of Customer (including by IQGeo); (iii) the configuration of the Product by IQGeo at the request or instruction of Customer and/or by anyone other than IQGeo; (iv) failure of Customer to implement any Product update or upgrade provided by IQGeo that would have prevented the IP Claim; (v) Third Party Software or Third Party Data Services; (vi) Customer’s use of the Product other than in accordance with the Documentation or other unauthorised use of the Product; (vii) use by Customer (after receiving notice from IQGeo) of an outdated version of the Product that is no longer updated or upgraded by IQGeo, whether or not Customer possesses a valid license to use the same; and (viii) use of the Product in combination with any equipment, products or third party software, where IQGeo has not consented to such use in writing. Customer shall: (a) immediately notify IQGeo in writing of any IP Claim and give full control of the IP Claim and any defence, settlement or compromise of the IP Claim to IQGeo; (b) not make any admission of liability, agreement or compromise in relation to the IP Claim or otherwise prejudice IQGeo’s defence of the IP Claim; and (c) on request of IQGeo, provide all assistance and take all necessary action as is reasonably necessary to assist IQGeo in its defence or settlement of the IP Claim. The foregoing states Customer’s sole remedy and IQGeo’s exclusive liability in the event that Customer’s use of the Product infringes the Intellectual Property Rights of a third party. 

 

 

12.2. Customer’s Indemnification Obligations. In the event an IP Claim is based upon any Customer actions described in Section 14.1(i)-(viii), Customer shall indemnify, defend and hold harmless IQGeo and its affiliates against any Claim made or brought against IQGeo or its affiliates by a third party alleging that the Product, infringes or misappropriates the Intellectual Property Rights of such third party or violates applicable law, and shall indemnify IQGeo and its affiliates for all Claims suffered or incurred by IQGeo, and for reasonable legal costs incurred by IQGeo in connection with any such Claim; provided that, IQGeo: (i) gives Customer sole control of the defence and settlement of the claim, provided that, Customer shall not settle any such Claim unless the settlement unconditionally releases IQGeo of all liability and in no way hinders IQGeo’s ability to use, sell, and/or distribute the Product or is otherwise approved by IQGeo in writing (which IQGeo may grant or withhold in its absolute discretion and subject to such conditions as IQGeo may require) and (ii) provides Customer with all reasonable assistance, at Customer’s expense. Further, Customer shall indemnify, defend and hold harmless IQGeo and its affiliates against any and all Claims related to or arising out of or related to Customer’s: (a) improper use of the Subscription Services, including any non-compliance of these Terms by its Users; (b) Customer Content; and (c) breach or alleged breach of any obligation under these Terms.

 

13. Personal Data. Each Party undertakes to comply at all times with Applicable Data Protection Laws in respect of this Terms, to the extent applicable to its activities under or in connection with these Terms. To the extent that Customer uses the Subscription Services to collect or otherwise process information relating to an identified or identifiable natural person (“Personal Data”), including but not limited to, its Representatives and Users, Customer is solely responsible for and Customer undertakes to: (i) ensure that it has in place appropriate technical and organizational measures to protect against unauthorised or unlawful processing of such Personal Data and against accidental loss or destruction of, or damage to, such Personal Data; (ii) ensure that it has (and shall maintain throughout the Subscription Term) all necessary consents or notices in place and/or it has and will continue to have a recognised legal basis or legitimate ground, to collect or otherwise process such Personal Data throughout the Subscription Term; and (iii) to the extent that any Customer Personal Data may be subject to Applicable Data Protection Law, notify IQGeo in writing prior to transferring such Personal Data to IQGeo or permitting IQGeo to access or process such Personal Data on Customer’s behalf and, to the extent that IQGeo is a processor or subprocessor (as those terms are defined in the EU Data Protection Law) of Personal Data subject to EU Data Protection Law, the Parties will negotiate in good faith the appropriate terms and conditions of such processing but if the parties fail to agree such terms and conditions,  IQGeo’s data processing addendum in issue from time to time shall apply to such processing. Customer acknowledges that IQGeo will collect, process and transfer data and information related to the business relationship between it and IQGeo, including the collection, processing and transfer of Personal Data of Customer’s Representatives for the purposes of allowing IQGeo to perform its obligations under these Terms and manage the relationship between IQGeo and Customer. Such Personal Data will be subject to IQGeo’s privacy policy from time to time in issue or other privacy notices, such policy or notices not being part of these Terms. Customer shall ensure its Representatives are aware of such privacy policy and notices and the circumstances that IQGeo may collect, process and transfer their Personal Data. Customer acknowledges that IQGeo shall not be responsible for any loss or exposure of data, including Personal Data, collected and processed by Customer.  “Applicable Data Protection Laws” means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data, and (b) to the extent the EU GDPR the applies, the law of the European Union or any member state of the European Union to which IQGeo is subject, which relates to the protection of Personal Data. “EU GDPR” means EU General Data Protection Regulation 2016/679 . “UK GDPR” has the meaning given to it in the Data Protection Act 2018.

 

14. Audit. Customer agrees that, at all times during the Subscription Term, it shall maintain current, accurate and complete books and records relating to its usage of the Subscription Services, including its use of the Products licensed as part of the Subscription Services. Within ten (10) business days of IQGeo’s prior written request, Customer shall permit IQGeo (acting by itself or through the VAR or other designee) to examine, inspect, audit and review (and where relevant, take copies of), and shall provide reasonable access to, any relevant premises, equipment, servers, systems, personnel, books and records for the purpose of auditing Customer’s and its Users use of Subscription Services. 

 

15. Confidentiality. 

 

15.1. Definition. “Confidential Information” means all confidential and proprietary information (whether in written, oral or electronic form) of the other Party, including but not limited to, trade secrets, know-how, inventions, techniques, processes, software programs and other IT related information, schematics, databases, business information, financial information, ideas, strategies, designs, products and product designs, sourcing information, unpublished information relating to the Intellectual Property Rights of either Party, and all communications between the Parties and other non-public information relating to the Parties’ business. 

 

15.2. Confidentiality Obligations. Each Party shall: (i) keep the other Party’s Confidential Information confidential and take all reasonable care and steps to ensure that the other Party’s Confidential Information to which it has access is not disclosed or distributed by its Representatives or otherwise in violation of these Terms (ii) not disclose the other Party’s Confidential Information to any third party unless the disclosing Party consents in writing to the disclosure of such Confidential Information and the receiving Party requires that such third party enters into a confidentiality agreement on terms equivalent to those contained in this Section 17; and (iii) only use the other Party’s Confidential Information disclosed to it only for the purposes of exercising or performing its rights and obligations under these Terms. Each Party may disclose the other Party’s Confidential Information to its Representatives who “need to know,” in order to perform their obligations pursuant to these Terms and/or to professional advisers for the purpose of obtaining professional advice, on the basis that it informs those Representatives of the confidential nature of the Confidential Information before it is disclosed and keeps a written record of those persons. Each Party shall be liable for the actions or omissions of its Representatives, in relation to the Confidential Information as if they were the actions or omissions of that Party. The Parties shall use all reasonable efforts in identifying and preventing any unauthorised use or disclosure of the other Party’s Confidential Information. If a Party becomes aware or has reason to believe of a breach or intended breach of these Terms, it shall immediately advise the other Party and shall cooperate in seeking any appropriate remedy against any such action.

 

15.3. Exceptions. The obligations of confidentiality contained in this Section 17 shall not apply to any information to the extent which: (i) at the date of disclosure, is in the public domain or which subsequently enters the public domain other than by breach of this Section 17; (ii) is already known to the receiving Party prior to its disclosure by the disclosing Party, free of any obligation of confidentiality, as evidenced in writing; (iii) is obtained from a third party following execution of the Order, free from any obligation of confidentiality; or (iv) is independently developed by the receiving Party without any use of the other Party’s Confidential Information; or (v) is required to be disclosed by law, provided that, the receiving Party shall, to the extent it is lawfully able, notify the disclosing Party of such required disclosure to afford the disclosing Party with reasonable opportunity to seek a protective order or other appropriate relief before the receiving Party’s disclosure.

 

16. Term and Termination. 

 

16.1. Term. These Terms are effective as of the date last signed by a Party on the Order (“Effective Date”) and all rights, duties, obligations and responsibilities of the Parties shall commence on the Effective Date unless otherwise provided in these Terms. These Terms shall remain in force for the initial term specified in the Reseller Pass-Through Terms and indicated on the Order (the “Initial Term”) and, thereafter automatically renew for consecutive one (1) year periods (each being a “Renewal Term” and together with the Initial Term, the “Subscription Term”) unless otherwise provided in the Reseller Pass-Through Terms  and applicable Order.

 

16.2. Termination. 

 

16.2.1. The Subscription Services may be terminated by either Party upon at least ninety (90) days’ prior written notice to the other Party, provided that, such termination shall only take effect on the day after the end of: (i) the Initial Term; or (ii) the applicable Renewal Term.

 

16.2.2. IQGeo may terminate the Subscription Services  immediately by serving written notice on Customer if Customer: (i) has any step taken against it to appoint an administrator, trustee or other similar officer over its property or assets which is not withdrawn within sixty (60) days; (ii) other than for the purposes of a solvent reconstruction, convenes a meeting of its creditors or makes a voluntary arrangement with its creditors or becomes subject to an administration order; (iii) has any order made by any competent court or passes a resolution for its winding up or dissolution or for the appointment of a liquidator (except for the purpose of a solvent amalgamation or reconstruction); (iv) becomes insolvent or is unable to pay its debts as and when they fall due or ceases or threatens to cease to carry on all or a substantial part of its business; or (v) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Section 16.2.2(i) to Section 16.2.2(iv) (inclusive).

 

16.2.3. Either Party may terminate the Subscription Services, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party: (i) materially breaches these Terms and such material breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach.

 

16.2.4. IQGeo may terminate the Subscription Services immediately by serving written notice on Customer if: (i) Customer fails to pay within thirty (30) days of the payment due date any Subscription Fees due to VAR pursuant to the Reseller Pass-Through Terms; (ii) the Reseller Agreement expires or terminates for any reason; (iii) VAR fails to pay within thirty (30) days of the payment due date any amounts due to IQGeo or its affiliates under, pursuant or otherwise in connection with the VAR Agreement in respect of the licensing of the Subscription Services to Customer pursuant to the Reseller Pass-Through Terms.

 

16.2.5. These Terms, the Subscription Services and all licenses and rights granted under these Terms will terminate automatically if the Reseller Pass-Through Terms expires or is terminated for any reason in respect of the resale and purchase of the licensing of the Subscription Services (for example where VAR terminates the Reseller Pass-Through Terms in respect of such licensing for cause (for example for non-payment of subscription fees or breach of a material term which is not remedied).

 

16.2.6. Licensee acknowledges and agrees that IQGEO shall have no liability to Licensee of any kind with respect to any termination of these Terms and License pursuant to Section

16.2.4 or Section 16.2.5 and Customer’s sole recourse with respect to any such termination shall be against VAR.

 

16.3. Effects of Termination. Upon expiration or earlier termination of the Subscription Services for any reason: (i) IQGeo shall cease to provide the applicable Subscription Services and Other Services; (ii) Customer shall cease to use the Subscription Services, Products, and/or Documentation a as applicable and all rights and licenses granted by IQGeo to Customer pursuant to these Terms shall cease; (iii) Customer shall pay to VAR or if directed by VAR to IQGeo all outstanding Subscription Fees due at the date of such termination within fifteen (15) days of the date of such termination; and (iv) at IQGeo’s request, Customer shall return or destroy (at IQGeo’s option) all Products (including all copies), Documentation, IQGeo Confidential Information and all other documents and information which Customer has in its possession or control which are the property of, or which were provided by, IQGeo. 

 

16.4. Survival. The termination of the Subscription Services shall not affect any obligations or rights of either Party which have accrued prior to termination and shall not affect any provision which is expressly or by implication provided to commence or continue after such termination. Without prejudice to the provision of this Section 16.4, the rights and duties created by Sections 9 (Warranties), 10 (Limitation of Liability), 11 (Ownership of Intellectual Property), 12 (Indemnification Obligations), 15 (Confidentiality), 16.3 (Effects of Termination), 17 (Equitable Relief) and 19 (Miscellaneous) shall survive termination.

 

17. Equitable Relief. The Parties acknowledge and agree that Customer’s use or threatened use of the Subscription Services in a manner inconsistent with these Terms, or either Party’s misuse or threatened misuse of Confidential Information will cause immediate irreparable harm to the other Party for which there is no adequate remedy of law. Accordingly, the Parties agree that the injured Party shall be entitled to immediate and permanent injunctive relief (without having to prove actual damages or post a bond) from a court of competent jurisdiction in the event of any such breach or violation, or threatened breach or violation.

 

18. Force Majeure. Neither Party will be liable or responsible to the other Party, or deemed to have defaulted or breached these Terms, for any failure or delay in performing their obligations under these Terms when and where to the extent the failure or delay is caused by an Event of Force Majeure, except for Customer’s payment obligations to IQGeo. “Event of Force Majeure” means an event outside the reasonable control of either Party (without that Party’s fault or negligence) including an Act of God, war, civil war, terrorist acts, lightning, fire or flood, epidemic or pandemic, excluding strikes or industrial action of the Party’s own employees, agents or subcontractors, which directly causes either Party to be unable to comply with all or a material part of its obligations under these Terms.

 

19. Miscellaneous. 

 

19.1. Publicity. During the Subscription Term, IQGeo may list Customer on IQGeo’s website to indicate Customer’s relationship with IQGeo as a current customer and refer to Customer’s status as a current customer to prospective customers of IQGeo.

 

19.2. Notices. All notices shall be in writing and shall be sent to the address or email address of the recipient set out on the Order. All notices shall be delivered by personal delivery, nationally recognised overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a notice is effective only (i) upon receipt of the receiving Party, and (ii) if the party giving the notice has complied with the requirements of this Section.

 

19.3. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of IQGeo. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under these Terms.

 

19.4. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorised representative of each Party.

 

19.5. Waiver. No delay or non-exercise of either Party in exercising any right or power pursuant to these Terms shall affect such right or power or be interpreted as a waiver of it. No single or partial exercise or non-exercise of any right or power shall in any circumstances affect any other or further exercise of the same right or power or the exercise of any other right or power.

 

19.6. Relationship of the Parties. The relationship between the Parties is that of independent contractors.

 

19.7. Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

19.8. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms (by virtue of the UK Contract (Rights of Third Parties) Act 1999 or any similar legislation or laws in any other jurisdiction or otherwise.

 

19.9. Governing Law; Venue. All matters arising out of or relating to these Terms are governed by and construed in accordance with:

(i) Where IQGeo is identified in the Order Form as IQGeo America Inc: the internal laws of the State of Colorado, USA without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction. Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States or the courts of the State of Colorado, USA, in each case, located in the City and County of Denver, Colorado, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding;

(ii) Where IQGeo is identified in the Order Form as IQGeo UK Ltd: these Terms will be governed by and construed in accordance with the laws of the England, and all claims and disputes between the Parties or any of them arising out of or in connection with these Terms will be determined in accordance with the laws of England. Each Party submits to the exclusive jurisdiction of the courts of England in relation to all claims, disputes, differences or other matters arising out of or in connection with these Terms. Each Party irrevocably waives any right that it may have to object on any ground to an action being brought in the courts of England, to claim that the action brought in the courts of England has been brought in an inconvenient forum or to claim that the courts of England do not have jurisdiction and to oppose the enforcement of any judgment of any court of England, whether on any ground referred to in this section or otherwise.

(iii) Where IQGeo is identified in the Order Form as IQGeo Europe NV: these Terms shall be governed by and construed and enforced in accordance with the laws of Belgium, excluding its conflict of law principles. Each Party submits to the exclusive jurisdiction of the courts of Belgium in relation to all claims, disputes, differences or other matters arising out of or in connection with these Terms. Each Party irrevocably waives any right that it may have to object on any ground to an action being brought in the courts of Belgium, to claim that the action brought in the courts of Belgium has been brought in an inconvenient forum or to claim that the courts of Belgium do not have jurisdiction and to oppose the enforcement of any judgment of any court of Belgium, whether on any ground referred to in this section or otherwise.

(iv) Where IQGeo is identified in the Order Form as IQGeo Germany GmbH: these Terms will be governed by and construed, and all claims and disputes between the Parties or any of them arising out of or in connection with these Terms will be determined in accordance with the laws of Federal Republic of Germany without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction and without giving effect to the UN convention on Contracts for the International Sale of Goods (CISG). If Customer is a merchant (Kaufmann), a legal entity under public law, or separate fund under public law, each Party submits to the exclusive jurisdiction of the courts of Frankfurt am Main, Germany, in relation to all claims, disputes, differences or other matters arising out of or in connection with these Terms.

(v) Where IQGeo is identified in the Order Form as IQGeo Japan KK: these Terms shall be governed by the laws of Japan applicable therein, without regard to its conflicts of law principles and any legal action or proceeding concerning the validity, interpretation and enforcement of these Terms, matters arising out of or related to these Terms or its making, performance or breach, or related matters shall be brought exclusively in the courts of Tokyo and all Parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience or such venues.

(vi) Where IQGeo is identified in the Order Form as IQGeo Solutions Canada Inc: these Terms shall be governed by the laws of British Columbia and the laws of Canada applicable therein, without regard to its conflicts of laws principles and any legal action or proceeding concerning the validity, interpretation and enforcement of these Terms, matters arising out of or related to these Terms or its making, performance or breach, or related matters shall be brought exclusively in the courts of British Columbia and all Parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.

(vii) Where IQGeo is identified in the Oder Form as IQGeo Malaysia Sdn Bhd.: these Terms will be governed by and construed in accordance with the laws of the England, and all claims and disputes between the Parties or any of them arising out of or in connection with these Terms will be determined in accordance with the laws of England. Each Party submits to the exclusive jurisdiction of the courts of England in relation to all claims, disputes, differences or other matters arising out of or in connection with these Terms. Each Party irrevocably waives any right that it may have to object on any ground to an action being brought in the courts of England, to claim that the action brought in the courts of England has been brought in an inconvenient forum or to claim that the courts of England do not have jurisdiction and to oppose the enforcement of any judgment of any court of England, whether on any ground referred to in this section or otherwise.

(viii) In all other cases where the contracting IQGeo legal entity is not specified: these Terms will be governed by and construed in accordance with the laws of the England, and all claims and disputes between the Parties or any of them arising out of or in connection with these Terms will be determined in accordance with the laws of England. Each Party submits to the exclusive jurisdiction of the courts of England in relation to all claims, disputes, differences or other matters arising out of or in connection with these Terms. Each Party irrevocably waives any right that it may have to object on any ground to an action being brought in the courts of England, to claim that the action brought in the courts of England has been brought in an inconvenient forum or to claim that the courts of England do not have jurisdiction and to oppose the enforcement of any judgment of any court of England, whether on any ground referred to in this section or otherwise.

 

19.10. Entire Agreement. These Terms, together with the Order, all Schedules, Exhibits, Order Schedules, and any other documents incorporated herein by reference, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements. In the event of any conflict or inconsistency, these Terms (inclusive of its Schedules) shall have precedence over any terms and conditions set out in the Order or any Order Schedules.