GENERAL PARTNER TERMS AND CONDITIONS

These General Partner Terms and Conditions (“General Terms”) govern the relationship between IQGeo and the Partner identified in the Specific Partner Terms which incorporate these General Terms by reference.

Unless explicitly stated otherwise, the following capitalized terms in this Agreement and its Schedules shall have the following meaning attributed to them:

“Agreement” means the present General Terms, the Specific Partner Terms and the Commercial Conditions;

“Affiliate” means a legal entity directly or indirectly controlling a Party, under the same direct or indirect ownership or control as a Party or directly or indirectly owned or controlled by a Party for so long as such ownership lasts. Ownership or control shall exist through direct or indirect ownership of more than fifty (50) percent of the nominal value of the issued equity share capital or of more than fifty (50) percent of the shares entitling the holders to vote for the election of directors or persons performing similar functions;

“API” means Application Programming Interface, a connection between computers or between computer programs;

“Application Software” means the collection of software programs consisting of the Licensed Software, the Generic Software (if any) and Specific Software (if any), including their Product Configuration (if any) and associated documentation, to be delivered by IQGeo in the framework of Work Order(s), and includes all extensions, modifications, Base Maintenance Releases, Product Configuration changes and new Versions as delivered by IQGeo in the framework of its obligations under this Agreement;

“Base Maintenance” means such maintenance of the Licensed Software which entitles Customers to receive (i) corrections of material Defects in accordance with the support and maintenance terms and conditions as detailed in an Order, and (ii) such additional functionality which IQGeo, in its sole discretion, may choose to include as part of the Licensed Software in the form of Base Maintenance Releases. Base Maintenance does not include Upgrades, Software Customizations nor Upgrades of Software Customizations which may be provided by IQGeo separately by issuance of a mutually agreed Order on the basis of a Statement of Work;

“Base Maintenance Period” means a period beginning at the Start Date of an Order for a Subscription Package on Licensed Software, or at the conclusion of the previous Base Maintenance Period for Base Maintenance renewals, and continuing for the period set forth in an Order or, if no period is set forth, for one calendar year;

“Base Maintenance Release(s)” means new or supplemental releases of the Licensed Software that are provided at no additional charge to purchasers of Base Maintenance. Base Maintenance Releases are not Upgrades. IQGeo and its licensors have sole discretion in determining whether a release is an Upgrade or a Base Maintenance Release and the schedule for and content of any such release;

“Closed Source Software” means software, the source code form of which is not made, or intended to be made available by its owner to the public;

“Confidential Information” means any and all information normally considered as of confidential nature, and whether or not explicitly marked as confidential, including without limitation, products, Software, Documentation, plans, materials, designs, specifications, notes, slides, drawings, outlines, flowcharts, analyses, pictures, trade secrets, processes, know-how, techniques or inventions (whether or not patented or patentable), as well as strategic, commercial and technical data supplied by such Party or its licensors or agents, whether in writing, orally, electronically or otherwise, existing before or created during the performance of this Agreement;

“Commercial Conditions” means such conditions including but not limited to yearly recurring revenue, year end pipeline, trained employees and discount percentage, as separately agreed between IQGeo and the Partner;

“Customer” means the entity that legally obtains Software, Services and/or Professional Services through Partner;

“Customization Services” means all programming activities from coding to unit testing relating to Software Customization;

“Contract Period” means the period between the Effective Date and the date of termination of this Agreement pursuant to Section 4 of this Agreement;

“Defect” means a condition in the Licensed Software or Hosted Services that causes Licensed Software or Hosted Services to substantially fail to conform to Documentation applicable on the date such condition occurs. An error in the Documentation is not a Defect of the Licensed Software. If the Documentation is determined to be in error, the Documentation will be corrected and provided to the Customer;

“Derivative Work” means any revision, enhancement, modification, translation, abridgement, condensation, expansion, or extension specifically using the source code of a software program. For purposes of clarification, developments prepared by Partner that merely allow for linking or integration of the Licensed Software with a Partner Solution, but where there has been no actual modification to the source code of the Licensed Software, will not fall within the definition of a Derivative Work for purposes herein;

“Documentation” means program documentation, user manuals, handbooks, system administrator guides, functional and technical specifications, and other materials describing the use, design, installation, operation and maintenance of the Licensed Software;

“Effective Date” means the date of last signature of the Specific Partner Terms;

“End Date” of an Order means the mutually agreed date on which the License and corresponding Support and Services as granted in that Order shall expire after the Initial Period;

“End User License Agreement” or “EULA” means the standard End User License Agreement that will govern the use of the Licensed Software or Hosted Services or the relevant part thereof by Customer at a certain point in time, substantially similar (and by no means less restrictive or offering less protection for IQGeo) to the EULA as issued by IQGeo from time to time;

“Expiration Date” means the date on which the Subscription Term shall expire, as specified in an Order;

“Fixed Price” means the price payable by Partner for the provisions of Services, indicated in an Order, irrespective of the efforts performed by IQGeo;

“Force Majeure” means an impediment beyond a Party’s control, which such Party cannot reasonably be deemed to have taken into account at the time of the conclusion of the Agreement, and the consequences of which such Party could not reasonably have avoided or overcome. Such events of Force Majeure shall include (without being limited to) war, strikes and other labour disputes, acts of government, natural disasters, accidents, fire, failures of telecommunication, general shortages of energy, epidemic diseases that cause socio-economic disruption, and failures in Internet and other networks outside the respective Party’s control. A delay of a subcontractor shall be deemed to constitute Force Majeure in case the delay of the subcontractor is also caused by Force Majeure;

“Freeware” means Closed Source Software where the author grants the right to use the software free of charge, subject to the terms of its license agreement; however, the author typically retains all other rights, including the rights to copy, distribute, and make Derivative Works from the software. Adobe Acrobat Reader is an example of Freeware;

“Generic Software” means those adaptions and alterations to the Software, including associated documentation and materials, resulting in major new functionality reasonably reusable for other customers or prospects of IQGeo and developed by IQGeo in order to satisfy Customer requirement(s);

“Hosted Services” means such Software that is delivered and accessed over the internet pursuant to an Order, rather than being installed on a local computer or server;

“Included Software” has the meaning set out in Section 10.4 of this Agreement;

“Initial Period” has the meaning set out in Section 3.1 of the Partner Specific Terms;

“Initial Term” has the meaning set out in Section 3.2 of the Partner Specific Terms;

“Intellectual Property Rights” means any and all intellectual property rights, such as patents, inventions (whether or not patentable), copyright, trademarks (including tradenames and service marks), industrial designs, utility models, logos, chip topography rights, database sui generis rights, trade secrets, know-how, domain names, techniques, methods, processes, in each case whether registered or unregistered, and including the respective applications for any of such rights, and all equivalent forms of protection that may exist now or in the future anywhere in the world;

“Key Users” are such Users, identified in an Order, that have access to the IQGeo online support platform;

“License” means the license granted to Partner and its Customers pursuant to Section 2 of this Agreement;

“Licensed Software” means the collection of Software, including the Software Customisation (if any) and Generic Software (if any), in executable code and associated documentation and materials licensed by IQGeo to Partner and via Partner to Customers pursuant to an Order, subject to the limitations as defined therein. The Licensed Software purchased pursuant to a Subscription Term model shall include all Base Maintenance as delivered by IQGeo in the framework of its obligations under this Agreement;

“Market Segment” means such categories of prospective Customers and Software mutually agreed to in the Commercial Conditions and updated from time to time in the Partner specific section of the IQGeo Partner Portal to which the application of this Partner Agreement shall be limited;

“Named User” means a specific individual who is identified by name and granted access to the Licensed Software or Services, regardless of whether that individual is actively using the Licensed Software or Services at any given time. Each named user shall have a unique login or username that is associated with their account and used to authenticate their access to the Licensed Software or Services. The number of named users that are authorized to use the Licensed Software or Services shall be specified in the Order. A non-human operated device will be counted as a Named User in addition to all individuals authorized to use the Licensed Software or Services, if such device can access the Licensed Software or Services;

“Open-Source Software” means software, the source code form of which is made available by its owner to the general public under a public license so that the source code can be read, modified and redistributed by users, subject to certain conditions. Open Source Software does not include Freeware or Shareware;

“Order” means a purchase order issued by Partner under this Agreement for Software, Services and/or Professional Services, executed by authorized representatives of both Parties. The purchase order may contain, without limitation, specific information relating to the Software or Hosted Services, Professional Services, Support Package, Registered User quantities and financial conditions, and shall make reference to this Agreement and the IQGeo Project proposal for corresponding Software and Services, if any;

“Partner Portal” means the web-based platform, hosted by IQGeo, that allows Partner to access a variety of resources and tools related to the sale and promotion of the Software and Services. This may include marketing materials, sales collateral, training materials, technical support resources and other tools that help Partner to effectively sell and support the Licensed Software and Services. The Partner Portal may also provide access to analytics and reporting tools that allow resellers to register and track their sales leads and performance, as well as access to account management and customer service resources and may include updated information on Market Segment and Territory;

“Partner Solution” means any Partner product and/or service;

“Personal Data” has the meaning set out in Section 15.1 of this Agreement;

“Platform” means the third-party platform managed and used by IQGeo to provide Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which system and servers software is installed;

“Product Configuration” means the adaption of features (e.g. user interface, system administration) of Software within its configurable parameters;

“Professional Services” means any services, other than Support, Base Maintenance and Hosted Services (such as training, integration, implementation, development, Upgrades of customized versions of the Licensed Software and/or consultancy), that may be provided by IQGeo to Partner or Customers under this Agreement by issuance of a mutually agreed Order on the basis of a Statement of Work;

“Professional Services Fee” means the fee to be paid for the applicable Professional Service(s), as agreed in an Order;

“Project” means the set of activities to be performed by IQGeo with the support of Partner and/or Customer or performed by Partner with support of IQGeo and/or the Customer in order to deliver the Application Software (wholly or partially) as defined in the corresponding Specification. These activities may include Professional Services as described in a Statement of Work;

“Prospect” means a possible candidate Customer;

“Renewal Period” has the meaning set out in Section 3.1 of the Specific Partner Terms;

“Renewal Term” has the meaning set out in Section 3.2 of the Specific Partner Terms;

“Registered Users” means Key Users or Named Users, as applicable;

“Reseller Territory” means the geographical area in which Partner is allowed to market the Licensed Software, as defined in the Commercial Conditions;

“Services” means the Support, Hosted Services and Professional Services which may be provided by IQGeo in relation to the Software under this Agreement pursuant to an Order for the same;

“Shareware” means Closed Source Software where the author grants the right to use the software without payment during a limited trial period, subject to the terms of its license agreement. During the trial period, the software may have limited functionality or availability. After the expiration of the trial period, the Software may cease functioning until a license is purchased. Purchasing a license will allow the full use of the software after the expiration of the trial period. The author, however, typically retains all other rights, including the rights to copy, distribute, and make Derivative Works from the software during both during and after the trial period. Adobe Acrobat X is an example of Shareware;

“Specific Terms” means such specific terms including but not limited to the term of the agreement, delivery of software or Hosted Services, and Support, as separately agreed between IQGeo and the Partner;

“Specific Software” means those software developments, including associated documentation and materials, ordered by Partner and developed by IQGeo in order to satisfy Customer requirement(s) and can operate and be clearly separated from the Software as standalone software;

“Specification” means the functional, technical and operational characteristics of the Application Software and/or the characteristics of the documents and/or services. The Specification is defined in the Commercial Conditions and or further defined in an attachment to an Order;

“Software” means the collection of software (including development and Product Configuration tools) marketed by IQGeo. The list and functionality of the current Software (existing at Effective Date) which is subject to this Agreement is described in Schedule 1 (“Market Segment”) and updated from time to time in the Partner specific section of the Partner Portal;

“Software Customization” means those adaptions and/or modifications to the Software, outside the scope of Product Configuration, but excluding Generic Software, ordered by Customer trough Partner and developed by IQGeo as an integral part of the Software in order to satisfy specific Customer requirement(s);

“Start Date” of an Order means the date of formal approval of such Order by Partner and IQGeo and marks the start of the Initial Term of that Order;

“Statement of Work” or SOW means a document that outlines the specific tasks, deliverables, and services that IQGeo or Partner will provide to a Customer as part of a Project or an Order. A SOW may include details such as the Software products or Services being resold, and the pricing and payment terms for those Software products or Services, and any additional support or maintenance services that IQGeo and Partner respectively may provide to Customer;

“Subscription Fee” means the price per year to be paid for the applicable Subscription Service(s), as agreed in an Order;

“Subscription Service(s)” means the respective Service(s) described in an Order, that become available to a Customer upon payment of the applicable Subscription Fee(s);

“Support Package” means the Support that becomes available to a Customer, which may vary from Standard to 24/5 or 24/7, as described in an Order for the same, upon payment of the respective Fees;

“Subscription Term” means the Initial Term and all Renewal Terms for (i) use of the Licensed Software and associated Support; (ii) use of the Hosted Services; or (iii) Support Package, as described in the respective Order;

“Support” means the services offered by IQGeo or Partner, as the case may be, to the Customer in support of the Licensed Software or Subscription Services, as described in the respective Order;

“Upgrade” means a new release of the Licensed Software that includes new features or functionality materially beyond that provided in the release of the Software product initially purchased under an Order. IQGeo and its licensors have sole discretion in determining whether a release is an Upgrade or a Base Maintenance Release. Upgrades and maintenance for such Upgrades are not included in Base Maintenance but may be licensed separately for an additional fee;

“User” means an authorised user of the Licensed Software and/or Services in accordance with the general terms and conditions set out in this Agreement and applicable Order(s);

“User Content” means all data and materials provided by Partner or a Customer to IQGeo, directly or indirectly, for use in connection with any Services, including, without limitation, files containing the outline of each building in the targeted area, the home points, address data, the central office, street center lines, non-fiber clusters, existing pipes and access structures;

2. LICENSE GRANT.

2.1. Software License. Subject to the terms and conditions of this Agreement and the conclusion of an Order for the same, IQGeo grants to Partner for the duration of this Agreement and for the sole purpose of marketing the Software in the Reseller Territory, a non-exclusive, non-transferable right, limited to the Reseller Territory, to load, install, execute, reproduce, market, promote, test and advertise the Licensed Software independently or in conjunction with Partner Solutions solely for marketing and advertising purposes on computer systems owned or leased by Partner.

2.2. Reseller License. Following explicit, case by case (per Prospect) approval by IQGeo in writing, and subject to the conclusion of an Order for the same, IQGeo grants to Partner during the Contract Period and for the purpose of reselling the Software, Services and Professional Services in the Reseller Territory, a non-exclusive, non-transferable right, limited to the Reseller Territory and Market Segment, to:

i. Grant non-exclusive, non-transferable sublicenses to Customers of Partner to load, install and use Licensed Software on a stand-alone basis or in conjunction with other Partner Solutions solely as set forth in this Agreement. For the avoidance of doubt the Licence shall allow Customers to use said Software and/or Services for the purpose of providing products and services to Customer’s customers;
ii. Offer and resell the Subscription Services, Hosted Services and/or Professional Services to Customers and/or Prospects on a stand-alone basis or in conjunction with other Partner Solutions as set forth in this Agreement and in an applicable Order, for such Customers’ and/or Prospects’ internal business uses; and
iii. Bundle, combine or embed the Licensed Software into or with Partner software products (collectively referred to as “Bundled Software”), and to use, load, install, execute, reproduce, market, perform, promote, demonstrate, advertise, resell, sublicense, and distribute the Licensed Software as part of the Bundled Software with or without other Partner Solutions;
iv. Install the Licensed Software on hardware located at remote data centres for use with or without Partner Solutions, including without limitation, hosted, cloud-based or software as a service (“SaaS”) services provided to Customers.

2.3. Trademark License. IQGeo hereby grants to Partner and Partner accepts a non-exclusive license, limited to the Reseller Territory and for the duration of this Agreement, to use IQGeo’s trademarks and service marks which are associated with the Software in connection with the license rights set out in this Section 2 (the “IQGeo Marks”). Partner recognizes that trademarks relative to the Software and Services are the property of IQGeo and will take all such steps as are practicable to ensure that the property in the trademarks in the Territory shall vest in and remain vested in IQGeo. The Partner shall not change, revise or modify the IQGeo Marks in any manner without the prior written consent of IQGeo. Co-branding shall only be allowed with prior written consent of IQGeo. Where the Software is installed by Partner, or with its assistance, or where Partner uses its own front-end, Partner shall keep all IQGeo branding and copyright notices intact and make sure the Customer is aware it uses IQGeo Software.

3. MAINTENANCE.

3.1. Base Maintenance for the Licensed Software and/or Hosted Services shall be automatically included in the Subscription Fees. Base Maintenance entitles Customers to receive (i) corrections of material Defects and (ii) Base Maintenance Releases. Subject to IQGeo’s termination rights in Section 4, IQGeo will use commercially reasonable efforts to provide Base Maintenance for (a) any particular Software version for up to twenty-four (24) months after such version release date Order; and/or (b) Hosted Services during the applicable Subscription Term.

3.2. IQGeo shall, where practicable, give Customers at least 10 business days prior written notice of scheduled Base Maintenance Services (“Scheduled Maintenance”) that are likely to affect the availability of the Licensed Software and/or Hosted Services.

3.3. Base Maintenance does not include the right to receive Upgrades or other software functionality or products having different names or special versions of the Licensed Software created for specific Customers or market segments, even though they may contain similar features or perform similar functions. Base Maintenance does not include the right to receive Upgrades of special versions of the Software which have been developed by IQGeo for Customer to meet Customer’s specific needs (so called “Software Customizations”).

3.4. Base Maintenance Releases will be developed and released by IQGeo in its sole discretion. IQGeo shall notify Partner and its Customers of new features, best practices and other news events on a regular basis. IQGeo does not warrant or represent that it will develop or release any Base Maintenance Release during the term of this Agreement or any Order hereunder.

4. TERM AND TERMINATION.

4.1. Term. The Term of the Partner Agreement and individual Orders shall be as defined in the Specific Partner Terms and such applicable Order. 

4.2. Termination by Partner. Partner may terminate this Agreement for cause upon written notice to IQGeo (i) in case the IQGeo is in breach of any material obligation. If the breach is capable of remedy, the Partner will send a written notice specifying the breach and requiring its remedy. If the breach is not remedied within thirty (30) days from the date of said written notice, the Agreement may be terminated immediately by notice and without recourse to legal proceedings; (ii) in case IQGeo enters into bankruptcy, liquidation, whether compulsory or voluntarily, ceases to carry on business with respect to the Licensed Software and Services or makes a collective arrangement with its creditors in consequence of debt, or demonstrates other signs of insolvency; (iii) in case IQGeo is prevented from performing its obligations due to force majeure for a continuous period of more than 30 calendar days; or (iv) in case diplomatic relationships between the respective countries of the Parties hereto make continuance hereof unduly difficult.

4.3. Termination by IQGeo. IQGeo may terminate this Agreement immediately upon written notice to Partner in the event of any of the following: (i) Partner is in breach of any material obligation. If the breach is capable of remedy, the IQGeo will send a written notice specifying the breach and requiring its remedy. If the breach is not remedied within thirty (30) days from the date of said written notice, the Agreement may be terminated immediately by notice and without recourse to legal proceedings; (ii) Partner enters into bankruptcy, liquidation, whether compulsory or voluntarily, ceases to carry on business with respect to the Licensed Software and Services or makes a collective arrangement with its creditors in consequence of debt, or demonstrates other signs of insolvency; (iii) Partner is prevented from performing its obligations due to force majeure for a continuous period of more than 30 calendar days; (iv) diplomatic relationships between the respective countries of the Parties hereto make continuance hereof unduly difficult; (v) Partner acts in any manner reasonably deemed by IQGeo to be detrimental to the best interests of IQGeo and, where capable of remedy, not remedied within 30 days from receiving notice thereof; (vi) Partner, or any Affiliate of Partner, resells or attempts to resell Services (or provide services associated with Software), or resells or attempts to resell Software to Customers located outside the Territory without prior written permission from IQGeo; (vii) Partner fails to maintain accreditation as set forth herein and fails to remedy within a reasonable period from receiving notice thereof; (viii) Partner attempts to assign this Agreement or any rights hereunder without IQGeo’s prior written consent; (ix) there is a change in control of Partner which is determined by IQGeo in its sole discretion, acting reasonably, to be unacceptable; (x) Partner fails to perform its obligations under this Agreement or any Order hereunder to the reasonable satisfaction of IQGeo; or (xi) Partner or a director or officer of Partner is guilty of or undertakes any activity which constitutes fraud, misconduct, dishonesty, wilful concealment (whether in connection with this Agreement or otherwise) or acts in any manner which in the opinion of IQGeo brings or is likely to bring IQGeo into disrepute or is materially adverse to the interests of IQGeo.

5. EFFECTS OF TERMINATION.

5.1. Termination for any reason. On termination or expiry of this Agreement for any reason: (i) Partner shall immediately cease to be an authorized reseller or business partner of IQGeo and shall refrain from representing itself as such; (ii) Partner shall cease to promote, market, advertise or solicit Customers or Prospects for Software and/or Services and will remove from its premises, website and any other digital or paper document all trademarks and other references to IQGeo and/or the Software and Services; (iii) Partner shall promptly and at its own cost, upon first request return to IQGeo or destroy (at IQGeo’s discretion) all Software code, Documentation, marketing materials and all other materials prepared by or supplied by IQGeo, or containing Intellectual Property of IQGeo, whether or not adapted by the Partner; (iv) all rights and licenses granted to Partner under this Agreement shall terminate and Partner shall cease to have any rights in respect of this Agreement except (subject to Section 5.2) for the purposes of fulfilling contractual obligations existing prior to such termination or expiry in relation to Customers to whom Partner has supplied Software and Services, and the order for which IQGeo has accepted prior to such termination or expiry; and (v) IQGeo shall have the right (but not the obligation) to acquire and assume the right to provide Services to Customers on terms acceptable to IQGeo.

5.2. Termination pursuant to Section 4.3. Notwithstanding any other provision of this Agreement, in the event of termination or expiration of this Agreement in accordance with Section 4.3, IQGeo shall have the right, but not the obligation, to terminate some or all SOWs or Orders under this Agreement and acquire, assume and exercise (at no cost): (i) all on-going rights granted to Partner by IQGeo under this Agreement and (ii) all or any ongoing rights of Partner under any existing Order for Software and Services, including the right to receive any amounts payable by Customer of the Software and Services, without any further obligation to Partner. If IQGeo exercises the right to receive such amounts payable by Customers, Partner shall direct the Customer to make such payments to IQGeo. Termination or expiration of this Agreement shall not otherwise affect the rights of Customers who have purchased a valid license for Software or Subscription Services from Partner in accordance with this Agreement prior to such termination or expiration.

5.3. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination.

6. PAYMENTS.

6.1. General. All payments of Fees under this Agreement shall be made in the currency indicated in the Order and all invoices are due and payable within thirty (30) days as of the invoice date, unless otherwise agreed.
6.2. Fees and Expenses. Partner shall pay IQGeo such applicable (a) Subscription Fees (covering a Subscription Term for either (i) Hosted Services; or (ii) Software License and Support related thereto), (b) Support Fees (covering Support in connection with (i) a term Software License whereby a separate Software License Fee has been paid; or (ii) a Support Package higher than Standard), (c) Training Service Fees, (d) Professional Service Fees, (e) Software license Fees (for a term Software License where Support is expressly charged separately) and/or (f) such other Fees as applicable, in the amounts stated in a mutually agreed Order (the “Fees”). Unless otherwise agreed, the fees for Professional Services shall be a time and materials fee based upon the actual time worked and the applicable fee schedule, as agreed upon in an Order. Partner agrees to reimburse IQGeo for all reasonable pre-approved out-of-pocket travel and related expenses incurred in connection with the provision of the Licensed Software or Services, including travel, lodging and meals. IQGeo reserves the right to adjust the Fees as indicated in the Order Form, provided however that such increase shall occur no more than once each calendar year. IQGeo shall inform the Partner of such price increase at least 30 days in advance. Partner shall ensure that this right to increase Fees is enforceable on the Customer. Except as otherwise set forth in this Agreement and as may be required by any applicable laws, fees paid to IQGeo are non-refundable. Partner shall solely bear the risk of non-payment by any Customer(s). Where Hosting is charged as a separate line item in the Order Form, Partner agrees to pay all related additional charges and fees passed through by IQGeo as a result of any price increase IQGeo incurs for Third-Party Software or Third Party Data Services provided with or as part of the Hosting Services, where such right to increase fees has been specified in the Order Form. Partner shall determine its own retail price towards the Customer.

6.3. Billing. Unless otherwise agreed by IQGeo in the applicable Order, all Fees shall be invoiced (i) in advance for the Initial Term upon acceptance of the Order and (ii) in advance for each Renewal Term upon anniversary of the acceptance of the Order. For reimbursable expenses and Professional Services provided under a time-and-materials fee, IQGeo shall submit monthly invoices to Partner, and Partner shall pay IQGeo for Professional Services rendered and expenses incurred as set forth on such invoice. All Fees shall be paid within thirty (30) days of the date of invoice by IQGeo.

6.4. Overdue Payments. If Partner fails to make any payment when due then, in addition to all other remedies that may be available: (i) IQGeo may charge interest on the past due amount at the rate of one-half percent (1.5%) per month calculated daily and compounded monthly or, if lower, the maximum rate permitted under applicable law; and (ii) if such failure continues to exist for fifteen (15) calendar days following any notice that payment is overdue, then at IQGeo’s own discretion have the option to suspend the Agreement, including suspending any license granted under this Agreement and returning any on-site personnel to their usual work locations, until all past due amounts and interests thereon have been paid, and/or terminate the Agreement in accordance with Article 4.3 of this Master Agreement. The costs and expenses of any ramp-down and any subsequent re-start occasioned by this Article (including travel expenses) shall be fully borne by Partner. IQGeo shall incur no liability to Partner or any person as a result of a suspension or termination occasioned by this Article.

6.5. Taxes. Fees payable under this Agreement are exclusive of taxes. Partner shall pay or reimburse IQGeo for all taxes or similar charges, including but not limited to VAT, HST, PST, GST, sales & use taxes, imposed by any authority, government or government agency on Software or Services supplied or used pursuant to this Agreement (hereinafter referred to as “Taxes”). Partner may not deduct any withholding taxes or any other taxes or fees from amounts due unless it has sought and received prior written consent from IQGeo. If IQGeo, its subcontractors, and/or their respective employees are required to pay any Taxes in connection with this Agreement, including those listed above, and including any penalties and/or interest, the fees under this Agreement shall be correspondingly increased. If, after the effective date of this Agreement, there are changes or developments which may result in an increase in any Taxes, and/or any new Taxes or assessments are levied by a government, or if the methods of administering or the rates of any such Taxes or assessments are changed, and such new Taxes, assessments or changes result in an increased potential tax liability for IQGeo, its subcontractors, and/or their respective employees under this Agreement, the fees under this Agreement shall be correspondingly increased. If Partner fails to pay any fees under this Agreement, or any Taxes, duties, levies or assessments, Partner shall pay all reasonable expenses incurred by IQGeo, in collecting these sums, including reasonable attorney’s fees, interest and penalties.

6.6. Excess Usage. If Customer uses the Licensed Software in excess of the permitted scope, as identified in the Order or the End User License Agreement – e.g.: in excess of permitted Named Users – Partner shall be liable to pay IQGeo any additional Fees in respect of such excess or out of scope usage. Where possible, Partner shall monitor Customer’s usage of the Software and promptly report any excess or out of scope usage to IQGeo. If Partner becomes aware of any circumstance which entitles IQGeo to increase Fees for any given Customer, Partner shall promptly report such change to IQGeo.

7. TITLE AND OWNERSHIP.

7.1. Title to and ownership of the Licensed Software and Services, the Documentation and all related Intellectual Property Rights, including any Upgrades, Customization Services or other developments, including those that Partner may assist with and all other derivative works to the Products shall at all times remain with IQGeo. In case of reselling by Partner, the Software and the User Documentation are to be licensed to the Customer, not sold. Parties agree that the total agreed Subscription Fees by no means represent the total economic value of the Licensed Software. All rights of every kind that are not expressly granted to Partner in this Agreement are entirely and exclusively reserved to IQGeo. Partner shall, at the expense of IQGeo, take all such steps as IQGeo may reasonably require to assist IQGeo in maintaining the validity and enforceability of its Intellectual Property Rights during the Contract Period. Partner shall not do or authorize any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of IQGeo, its Affiliates, or its licensors and shall not omit or authorize any third party to omit to do any act which, by its omission, would have that effect or character. Ownership and licenses to any applicable Intellectual Property Rights in and to any combined products will be detailed in the applicable Statement of Work. Title to and ownership of Partner Solutions, documentation and other proprietary material of Partner shall remain with Partner.

7.2. Partner shall not during the Contract Period or at any time thereafter, directly or indirectly, copy, reproduce, develop in any computer program language, disclose or distribute the design, structure or operation of any part of the Software. Exceptionally, Partner shall have the right to make a back-up copy of any part of the Software, for its own purpose or the purpose of a Customer, after explicit approval of IQGeo. Such back-up copy will only be used for back-up purposes.

7.3. IQGeo may provide Partner access to demonstration versions of the Software, which will be generic functioning versions of the Software as IQGeo will deem fit for the purpose of demonstration, to be used solely for marketing and demonstration purposes, and, if agreed, for training purposes. These versions may only be installed on a system owned or leased by the Partner; exceptionally a temporary copy of these can be installed on a system owned or leased by a Prospect, and in that case they will be deleted immediately after the demonstration session. Notwithstanding exceptional temporary copies, these demonstration versions may only be kept by the Partner in one copy; after the termination of this Agreement, this set must be destroyed or returned to IQGeo in accordance with Section 5.

7.4. Partner shall ensure that the name of the IQGeo Marks will not be connected to any other products, software or services that the Partner offers to its Customers, on its own behalf or on behalf of third parties, and that do not fall under the scope of this Agreement. Where Partner has offered the Software to a specific Customer as part of Bundled Software, Partner shall also ensure that the Software is effectively and efficiently used once such Customer acquires the solution.

8. GENERAL OBLIGATIONS.

8.1. Partner will act loyally and give proper consideration and weight to the interests of IQGeo in all dealings and abide by any commercial guidelines notified by IQGeo. The Partner shall ensure that its personnel obtain a sufficient level of technical expertise regarding the Software through training and testing via IQGeo.

8.2. Partner shall use best efforts at its own cost to promote, market, and seek orders for Software and Services for the Market Segment and in the Territory, and carry out the other duties specified in this Agreement using all due care and diligence and shall cultivate and maintain good relations with the Customers and Prospects in accordance with sound commercial principles and good industry practice.

8.3. To assist with IQGeo production planning, IQGeo may request that Partner provide IQGeo with a rolling 6-month unit forecast. Such forecast shall list the anticipated Software product mix and unit sales for the next 6 months.

8.4. Partner will inform IQGeo of any facts or opinions likely to be relevant in relation to the marketing of the Software, advantageous or disadvantageous, and in particular advise IQGeo objectively on the impact made by IQGeo’s advertising policy.

8.5. IQGeo will provide any materials, data and information to the Partner, which the Partner reasonably requests in order to prepare an offer and which is asked within a reasonable timing.

8.6. The Parties shall at least annually hold a meeting – either in person or by telecommunication means – in order to discuss their relationship, their mutual expectations and any opportunities or difficulties encountered.

9. GENERAL RESTRICTIONS. 

9.1. The Partner agrees and acknowledges that, unless enforcement is prohibited by applicable law (and then only to the extent prohibited by applicable law), the following actions are expressly prohibited:

Any attempt to do so will be considered a material breach of this Agreement.

9.2. Partner shall not attempt to circumvent or bypass any license restrictions or limitations imposed by this Agreement or any applicable Order. If IQGeo has any reason to believe or suspect that Partner or its Customers are in violation of the license restrictions as set out in Section 2 of this Agreement, IQGeo may request (in addition to its right of audit in Section 17.4 of this Agreement) additional assurances of compliance from Partner, upon which Partner shall promptly initiate an investigation and provide a written certification of compliance within thirty (30) days, in a form reasonably acceptable to IQGeo. Partner acknowledges that any violation of the usage restrictions or attempts to circumvent license limitations may result in immediate termination of this Partner Agreement and may subject the Partner to legal consequences, including but not limited to, monetary damages and injunctive relief.

9.3. 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.

Any breach of this Section 9.3 will be considered a material breach of this Agreement.

10. WARRANTIES

10.1. IQGeo represents and warrants to Partner that:

For any breach of warranty Partner’s exclusive remedy shall be as provided in Section 4, Term and Termination.

10.2 For avoidance of doubt, any of the following events which, directly or indirectly causes the Licensed Software to be temporarily, partly or fully inoperable, shall not be considered a breach of this Agreement:

a) A Force Majeure Event;
b) A fault or failure of the internet or any public telecommunications network;
c) A fault or failure of the Customer’s computer systems or networks;
d) Any breach by the Partner or its Customers of this Agreement; or
e) Scheduled maintenance carried out in accordance with this Agreement.

10.3. Partner acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement IQGEO DOES NOT GUARANTEE THAT THE LICENSED SOFTWARE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT IQGEO WILL CORRECT ALL LICENSED SOFTWARE ERRORS. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY IQGEO (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. IQGEO NOR ANY OF ITS SERVICE PROVIDERS SHALL BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF PARTNER AND/OR CUSTOMER DATA, FILES OR PROGRAMS. IN ADDITION, IQGEO SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Except as specified in this Agreement, IQGeo makes, and the Partner receives, no warranties, express or implied with respect to the Licensed Software and the User Documentation. Any statements or representations about the Licensed Software and its functionality in the User Documentation or any communication with the Partner constitute technical information and not an express warranty or guarantee. Partner shall be solely liable for complying with, in all respects, any warranty it provides or agrees to provide to Customers in excess of the warranties provided in this Agreement

10.4 Included Software. The Documentation contains a complete list of included Open-Source Software, Third Party Software and Free-Ware Software (the “Included Software”). The license terms of the Included Software (collectively referred as “Licensing Terms”) are included in the Documentation for the Software and Hosted Services. IQGeo does not offer any different or additional terms or guarantees with respect to the Included Software with the exception of following guarantees: (a) IQGeo has reviewed the license terms of the Included Software and warrants that these terms allow the Software and the Hosted Services to be used for its intended use; and (b) IQGeo warrants that the Included Software will function in the same professional manner as those parts of the Software and the Hosted Services that are not Included Software, and offer the same warranties and support. The guarantees above do not apply in case: (i) Partner, Customer or third parties on behalf of Partner or the Customer modify, alter or otherwise change the Included Software, the Software or the Hosted Services without express prior permission of IQGeo; and/or (ii) Partner or Customer makes any use of the Included Software, the Software or the Hosted Services other than the intended use of the Software and the Hosted Services. The warranties described in this section are the sole warranties made by IQGeo regarding the Included Software.

11. Required but not Included Software. In addition to the prerequisites listed from time to time on the IQGeo website at https://demo1.eu.iqgeo.com/comms/doc_file/en/Contents/Prerequisites.htm, the following third party software (hereinafter “Third Party Software”) is not included in the Software, but may be required for the proper usage of some Software or Services by Partner or Customer:

In addition, certain Software may require Microsoft Windows to be installed on the device used for operating the Licensed Software. IQGeo does not provide licences to such Third-Party Software, and Partner acknowledges that Customer shall obtain, at its own cost, licenses to such Third-Party Software as required. In no event can IQGeo be held liable for any aspect of such Third-Party Software, including (but not limited to) its functionality and non-infringement.

12. INDEMNIFICATIONS 

12.1. Indemnification by IQGeo. If a third party makes a claim against Partner that the Licensed Software and/or Hosted Services infringes any patent, copyright or trademark, or misappropriates any trade secret, IQGeo shall indemnify and hold harmless Partner and its directors, officers and employees against the claim at IQGeo’s expense and IQGeo shall pay all losses, damages and expenses (excluding attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by IQGeo, to the extent arising from the claim, limited however to the total amount of the Subscription Fees received by IQGeo under this Agreement for usage of the contested Licensed Software. In the event an injunction is obtained against Partner’s or Customer’s use of the Licensed Software, or, in IQGeo’s opinion, it appears likely that such an injunction will be obtained, IQGeo may, at its sole option and expense, (i) secure Partner’s or Customer’s right to continue using the Licensed Software and/or Hosted Services, (ii) replace or modify the Licensed Software and/or Hosted Services in a manner that does not materially impair the functionality, to make it non-infringing, or, if neither option (i) nor (ii) is commercially reasonable, (iii) terminate/cancel Partner’s licenses and rights and refund to Partner any amount paid by Partner with respect to the Subscription Term following the termination date. The value of such unused portion of the license shall be a pro rata portion of the Subscription Fees actually paid by Partner to IQGeo under this Agreement for use of the contested Licensed Software. IQGeo shall have no liability for any claim based on (a) the User Content, (b) modification of the Licensed Software and/or Hosted Services not authorized by IQGeo, (c) use of the Licensed Software and/or Hosted Services other than in accordance with the Documentation and this Agreement, or (d) where infringement results from the combination of the Licensed Software and/or Hosted Services with any hardware, data or other software. This article entitled “Indemnification by IQGeo” sets forth IQGeo’s entire liability with respect to intellectual property infringement.

12.2. Indemnification by Partner. If a third party makes a claim against IQGeo that the User Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Partner shall defend IQGeo and its directors, officers and employees against the claim at Partner’s expense and Partner shall pay all losses, damages and expenses (excluding attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Partner, to the extent arising from the claim.

12.3 Conditions for Indemnification. A Party seeking indemnification under this section shall (a) promptly notify the other Party of the claim, (b) give the other Party sole control of the defense and settlement of the claim, and (c) provide, at the other Party’s expense for out-of-pocket expenses, the assistance, information, and authority reasonably requested by the other Party in the defense and settlement of the claim.

13. Limitation of Liability. NEITHER PARTY, NOR ANY LICENSOR OR SUPPLIER OF IQGEO, SHALL HAVE ANY LIABILITY FOR INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, LOSS OF PROFITS, REVENUE, OR DATA, BUSINESS INTERRUPTION, OR COST OF COVER, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF IQGEO FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE LICENSED SOFTWARE, USER DOCUMENTATION, OR THIS AGREEMENT EXCEED THE AMOUNT PAID BY PARTNER TO IQGEO FOR PERFORMANCE UNDER THIS AGREEMENT DURING THE LAST TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. The limitations of liability in this Section shall apply to the maximum extent permitted by applicable law to any damages, however caused and regardless of the theory of liability, whether derived from contract, tort (including, but not limited to, negligence) or otherwise, even if IQGeo has been advised of the possibility of such damages and regardless of whether the limited remedies available hereunder fail of their essential purpose, with exception of the Parties’ obligations (or any breach thereof) under Sections entitled “General Restrictions” and “Non-Disclosure.”

14. NON-DISCLOSURE.

14.1. During the Contract Period, each Party may be given access to Confidential Information by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”). The Confidential Information of the Disclosing Party may be used or disclosed by the Receiving Party only in connection with performance of this Agreement, and shall only be disclosed to its personnel, contractors, agents, affiliates or advisors as needed and who are obliged to maintain confidentiality to a similar extent as provided herein. Receiving Party agrees to protect the Confidential Information as it protects the confidentiality of its own proprietary and Confidential Information of like kind and sensitivity, but in no event using less than reasonable care to protect against unauthorized disclosure or use. Both Parties agree that all terms and conditions of this Agreement shall be treated as confidential and shall not be disclosed without the other Party’s prior written consent.

14.2. Confidential Information shall not include information that: (i) was rightfully in the Receiving Party’s possession prior to being furnished by the Disclosing Party; (ii) is or generally becomes publicly available through no breach of the terms of this Agreement by the Receiving Party; (iii) is received by the Receiving Party from a third party whom, to the Receiving Party’s knowledge, was not thereby in breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

14.3. In the event Receiving Party receives a subpoena or other validly issued administrative or judicial process requesting any portion of the Confidential Information of the Disclosing Party, it shall provide prompt notice to the Disclosing Party of such receipt and discuss the defense of such demand, unless providing such notice would violate applicable law or regulation, so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such a protective order or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which is legally required.

14.4. Confidential Information shall at all times remain the property of the Disclosing Party. No license under any trade secrets, copyrights, license or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder except as permitted herein.

14.5. Except to the extent necessary in connection with the purpose identified above, Confidential Information of the Disclosing Party may not be copied or reproduced by the Receiving Party without the Disclosing Party’s prior written consent. Any such permitted copies will be considered Confidential Information.

14.6. The Receiving Party acknowledges that any actual or threatened violation of this Article may cause irreparable, non­ monetary injury to the Disclosing Party, the extent of which may be difficult to ascertain, and therefore agrees that the Disclosing Party shall be entitled to seek injunctive relief in addition to all other remedies available at law.

14.7. The Receiving Party’s obligations in relation to the Confidential Information as set forth in this Agreement expire ten (10) years after the Receiving Party’s receipt of such information, and shall thus survive any expiration and/or termination of this Agreement, except that Confidential Information that constitutes trade secrets of the Disclosing Party shall be subject to the terms of this Agreement for as long as such information remains a trade secret under applicable law.

14.8. Return and Destruction of Confidential Information. Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement, the Receiving Party will promptly return or destroy, at the Disclosing Party’s option, all materials that disclose or embody Confidential Information. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival hard copy of the Confidential Information for such period of time that it normally retains archival hard copies, and such hard copy shall remain subject to the confidentiality and non-disclosure obligations set forth herein, until it is destroyed. In addition, if the Receiving Party’s computer system automatically retains back-up copies of Confidential Information, the Receiving Party may retain such copies in its archival computer storage for the period of time that it normally archives backed-up computer records, and such computer copies shall remain subject to this Agreement until they are destroyed or erased.

14.9. ALL CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS BASIS”. NEITHER PARTY NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAVE MADE OR MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREUNDER AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION DISCLOSED BY SUCH PARTY AND THE DISCLOSING PARTY SHALL NOT HAVE ANY LIABILITY HEREUNDER TO THE OTHER PARTY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES RELATING TO OR RESULTING FROM USE OF THE CONFIDENTIAL INFORMATION BY THE RECEIVING PARTY OR FOR ANY ERRORS IN THE DISCLOSED INFORMATION OR OMISSIONS THEREFROM.

15. Privacy and Data Protection.

15.1. Processing of Personal Data by Partner. To the extent that Partner acts as data controller and during the course of and in connection with its activities under this Agreement collects or otherwise processes information relating to an identified or identifiable natural person, including but not limited to representatives of Customers (such information hereinafter referred to as “Personal Data”), Partner is solely responsible and undertakes to: (i) comply with its obligations under Data Protection Laws, as a data controller, in respect of such Personal Data; (ii) ensure that it has in place appropriate technical and organisational 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, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); (iii) ensure that it has (and shall maintain throughout the term of this Agreement) 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 term of this Agreement, including transferring such personal data to IQGeo ; and (iv) Partner hereby agrees to defend, indemnify and hold IQGeo harmless from and against any breach of this Section 15.1 and all liabilities, losses, damages, expenses, costs and/or claims suffered or incurred by IQGeo arising from or in connection with such breach.

15.2. IQGeo’s Personal Data Obligations. In performing the Services, IQGeo shall comply with the IQGeo Privacy Policy, which is available at https://IQGeo.com/privacy-policy/ and incorporated herein by reference. The IQGeo Privacy Policy is subject to change at IQGeo’s discretion; however, IQGeo policy changes will not result in a material reduction in the level of protection provided for Personal Data and User Content during the period for which applicable fees for the services have been paid. The Privacy Policy referenced in this Agreement specifies the respective responsibilities for maintaining the security of Personal Data in connection with the Licensed Software and associated Services. IQGeo will only process Personal Data in a manner that is reasonably necessary to provide Services and only for that purpose. Partner agrees to provide any notices and obtain any consent related to IQGeo’s use of the data for provisioning the Services, including those related to the collection, use, processing, transfer and disclosure of personal information as necessary. Partner shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Partner’s Personal Data. IQGeo shall ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. IQGeo shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Partner with the fulfilment of Partner’s obligation to respond to requests exercising a data subject’s rights under the applicable data protection laws. IQGeo shall assist the Partner in ensuring compliance with the obligations relating to the security of processing of Personal Data, the notification of Personal Data breaches to the supervisory authority, the communication of Personal Data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection laws. IQGeo shall report any breach relating to the Personal Data to the Partner within 24 hours following IQGeo becoming aware of the breach. IQGeo may charge Partner at its standard time-based charging rates for any work performed by IQGeo at the request of the Partner pursuant to this Section 15.2.

15.3. Processing of Personal Data in User Content. The Licensed Software itself in principle is not intended to process Personal Data. Therefore, it is not envisaged or intended that either Party will act as processor or sub-processor on behalf of the other Party related to User Content. Partner shall ensure Personal Data in User Content shall not be transferred to IQGeo for processing or sub-processing purposes on behalf of Partner and/or IQGeo shall not be required to process Personal Data in User Content as a processor or sub-processor on behalf of Partner unless: (i) Partner notifies IQGeo in writing prior to any such transfer and/or processing including about any special categories of data contained within such Personal Data and any restrictions of special requirements in the processing of such special categories of data, including any cross border transfer restrictions; and (ii) an appropriate data processing agreement is in place. In the absence of such agreement, IQGeo’s data processing addendum in issue from time to time shall apply to such processing taking into account that Partner will be responsible as sole data controller for complying with all applicable data protection or similar laws such as EU Regulation 2016/679 that regulate the processing of Personal Data and special categories of data as such terms are defined in that Regulation. Partner is solely responsible for any Personal Data that may be contained in User Content provided by or through Partner to IQGeo, including any information which any User shares with third parties on behalf of Partner or its Customer(s), and Partner is solely responsible for determining the purposes and means of processing such Personal Data by IQGeo under this Agreement, including that such processing according to Partner’s instructions will not place IQGeo in breach of applicable data protection laws.

15.4. Information Security. IQGeo has been assessed and is certified as meeting the requirements of ISO/IEC 27001:2013 for the following activities: Provision for software and services in the Utilities and Communications sectors globally using internal resources and external hosting services. This includes sales, design, development, production, installation and after-sales support. Partner agrees to treat all information processed under this Agreement in accordance with international information security management standards such as ISO 27001 and agrees to cooperate with any information security checks which IQGeo may undertake with respect to Partner.

16. ANTI-BRIBERY

16.1. Partner shall: (i) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption in the Territory, the United States and United Kingdom including but not limited to UK Bribery Act 2010 (“Relevant Requirements”), the Foreign Corrupt Practices Act, as amended and domestic anti-bribery laws; (ii) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the UK Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (iii) have and shall maintain in place throughout the Contract Period its own policies and procedures, including but not limited to adequate procedures under the UK Bribery Act 2010, to ensure compliance with the Relevant Requirements and this Section 16, and will enforce them where appropriate; (iv) promptly report to IQGeo any request or demand for any undue financial or other advantage of any kind received by Partner in connection with the performance of this Agreement; (v) immediately notify IQGeo (in writing) if a foreign or other public official (including in the Territory or United Kingdom) becomes an officer or employee of Partner and/or acquires a direct or indirect interest in Partner. Partner warrants that it has no such public officials as officers or employees and/or direct or indirect owners at the date of this Agreement.

16.2. Partner shall ensure that all of its suppliers, agents, subcontractors and other members of its group and other persons associated with it who perform services or provide goods in connection with this Agreement do so only on the basis of a written contract which imposes on and secures from such persons terms equivalent to those imposed on Partner in this Section 16 (“Relevant Terms”). Partner shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to IQGeo for any breach by such persons of any of the Relevant Terms howsoever arising.

16.3. Breach of this Section 16 shall be deemed a material breach, which is irredeemable. Partner shall indemnify, defend, and hold harmless IQGeo against any such breach and against and from all and any damage, loss, liability (whether fixed or contingent, known, or unknown) and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) suffered or incurred by IQGeo in connection with such breach.

16.4. For the purpose of this Section 16, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

17. GENERAL PROVISIONS

17.1. Force Majeure. Neither Party shall be responsible for any failure to perform any obligation hereunder due to Force Majeure. Any situation constituting Force Majeure must be formally notified to the other party without delay, stating the nature, likely duration and foreseeable effects. The parties must immediately take all the necessary steps to limit any damage due to Force Majeure and do their best to resume implementation of the Agreement as soon as possible. The party prevented by Force Majeure from fulfilling its obligations under the Agreement cannot be considered in breach of them. In such case, each Party shall have a reasonable obligation to mitigate the damages or inconveniences of both Parties.

17.2. Non-Exclusive Service. Partner acknowledges that all licenses granted under this Agreement and any associated Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict IQGeo’s ability to provide the Licensed Software or other technology, including any features or functionality first developed for Partner and its customers, to other parties.

17.3. Public Announcement. As of the Effective Date, IQGeo shall be entitled to reference the Partner as a IQGeo customer and partner in all its commercial/marketing documentation and client listings as well as on IQGeo’s websites.

17.4. Audit Right. The Partner shall keep separate accounts, books and records in relation to its transactions in the framework of this Agreement. IQGeo will have the right to have the records and accounts of the Partner relating to its business pursuant to this Agreement, and possibly connected accounts and records, audited by a reputable audit company, that will respect all confidentiality obligations insofar information is not relevant in the framework of the business of IQGeo. An audit can take place every year; an extraordinary audit can take place if there are indications of incorrect transactions. The costs of an audit are borne by IQGeo unless the audit reveals that incorrect handling of the Partner resulted in damage for IQGeo, in which case the costs will be at the expense of the Partner.

17.5. Entire Agreement. This Agreement, including all attachments incorporated herein by reference represent the entire understanding between the Parties and supersedes all prior negotiations, representations or agreements, either written or oral.

17.6. Amendments. Amendments to this Agreement shall not be effective unless they are in writing and signed by authorized representatives of both Parties.

17.7. Notices. All official notices or communications shall be addressed to the Parties at the address first set forth above. However, either Party may change such address by giving notice in accordance herewith.

17.8. Severability. Each provision of this Agreement is severable from the entire Agreement and in the event that any provision is declared invalid or unenforceable, that provision shall be amended if possible, to be enforceable, and as closely as possible to the intended purpose thereof, but in any event, the remaining provisions hereof shall remain in effect.

17.9. Independent Contractors. The Parties shall be deemed for all purposes to be independent contractors. This Agreement shall not constitute either Party to be the employee of the other, nor shall either Party have the right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of the other Party.

17.10. Subcontracting and Assignment. The Partner shall not without IQGeo’s prior written consent assign any of the rights or obligations under this Agreement, nor appoint sub-agents or delegates without such prior written consent. IQGeo may assign or charge all or any of its rights, or interests or obligations under this Agreement to any third party, provided that the obligations of IQGeo under this Agreement continue to be carried out either by IQGeo or such third party.

17.11. Interpretation. In case of conflicting provisions, the terms of the body of this Agreement take precedence over the provisions of the Attachments. However, any subject that is regulated more in detail in a certain Attachment, will be governed by the provisions of the relevant Attachment.

17.12. Governing Law. Where Partner has his primary place of business in the UK, the Partner Agreement 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 this Agreement 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 this Agreement. 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. Where Partner has his primary place of business in the European Union, this Partner Agreement shall be governed by and construed and enforced in accordance with the laws of Belgium, excluding its conflict of law principles. The courts of Gent, Belgium, shall have exclusive jurisdiction. Where Partner has its primary place of business in the United States, this Partner Agreement shall be governed by the laws of the State of Colorado without regard to its conflicts of law principles and any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to this Agreement or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of Colorado and all Parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. Any right to trial by jury hereby is waived. Where Partner has its primary place of business in Japan, this Partner Agreement 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 this Agreement, matters arising out of or related to this Agreement 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. Where Partner has its primary place of business in any other jurisdiction, this Partner Agreement 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 this Agreement 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 this Agreement. 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.

17.13. Dispute Resolution. If a dispute arises under or in connection with this Agreement (a “Dispute”), including any Dispute arising out of any amount due to a Party, then before bringing any legal proceedings or commencing any other alternative dispute resolution procedure in connection with such Dispute, a Party must first give written notice (a “Dispute Notice”) of the Dispute to the other Party describing the Dispute and requesting that it is resolved under the dispute resolution procedure described in this Section 17.13. If the Parties are unable to resolve the Dispute within thirty (30) days of delivery of the Dispute Notice, each Party shall promptly (and in any event within five (5) Business Days):

i. appoint a representative who has authority to settle the Dispute and is at a higher management level than the person with direct responsibility for the administration of this Agreement (the “Designated Representative”); and

ii. notify the other Party of the name and contact information of its Designated Representative.

Acting reasonably and in good faith the Designated Representatives shall discuss and negotiate to resolve the Dispute, including agreeing the format and frequency for such discussions and negotiations, provided that all reasonable requests for relevant information relating to the Dispute made by one Party to the other Party shall be complied with as soon as reasonably practicable. If the Parties are unable to resolve the Dispute within thirty (30) days after the appointment of both Designated Representatives, either party may proceed with any other available remedy pursuant to Section 17.12.

Notwithstanding this Section 17.13, a Party may immediately seek interim or other equitable relief necessary (including an injunction) where damages would be an inadequate remedy or as otherwise specified in this Agreement.

Last updated 

April 30th, 2025