TERMS OF SERVICE

SAAS

1. Applicability. These Terms of Service (the “Terms”) govern access to and use of the Subscription Services identified in the Order Form (the “Subscription Services”) in which these Terms are referenced, as provided by IQGeo (“IQGeo”) to the buyer (“Customer”), both IQGeo and Customer as identified in the accompanying Order which references these Terms (“Order Form”). 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. Fulfilment of the Order Form does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. IQGeo and Customer may be referred to herein individually as a “Party” and collectively, the “Parties.” IQGeo may modify these Terms in its sole discretion by posting updated versions of these Terms on its website or otherwise providing notice to the Customer. All such changes shall become effective upon the posting of the revised Terms on the website or upon notice, as applicable.
2. Provision of the Subscription Services.
   2.1. Subscription Services. Subject to Customer’s acceptance and compliance with these Terms, IQGeo shall provide the Subscription Services during the Subscription Term (as defined below). Customer is granted a limited, non-exclusive non-sublicensable, and non-assignable license to have its Authorized Users access and use the Subscription Services for its own internal business purposes, limited to the Subscription Metrics as described below and only as expressly permitted in these Terms. Customer shall at all times ensure full compliance by its Authorized Users with these Terms and shall remain fully liable and assume full responsibility for use of the Subscription Services by its Authorized Users. Whereby “Authorized User” means any person (whether an employee, temporary worker, trainee, service provider or direct or subsequent subcontractor), authorized by the Customer to access the Subscription Services for its internal business purposes strictly in name and on behalf of the Customer and under its control.
   2.2. Subscription Metrics. The Subscription Services are licensed on a Named User basis, by Operating Unit, Unit or on a per Homes or Demand-Point Planned basis, each a “Subscription Metric”, the applicable Subscription Metric as set forth in the Order Form. The Products licensed as part of the Subscription Services, number of licenses purchased (types of licenses include Named Users, Operating Units, Units, Homes or Demand-Points Planned), Authorized Users and other use restrictions in respect of each Product and type of license shall be set out in the applicable Order Form. Whereby: “Named User” means any Authorized User (including non-human operating devices if such device can access the Product) of a Product, regardless of whether the Authorized User is actively using the Product at any given time; “Units” means the volume of actual use of the Subscription Services by the Customer, including but not limited to the number of interventions and delivery points; “Demand-Points” means the set of end-points of the fiber network that is being planned with the Subscription Services, such as e.g. buildings, antennas or cabinets. “Homes” means the set of individual terminations for the network being planned, or in the case of Fiber to the Home, the set of individual living units for which the network is being planned. Each unique geographical location, as defined by its X and Y coordinates or specific GPS location is counted once in the calculation of Demand-Points Planned, regardless of the number of calculations that are undertaken in Customer’s planning process that include each unique geographical location in its list of Demand-Points. Specific limitations and use restrictions are described in the applicable Order Form. Demand-Points or Homes purchased by Customer shall be available for Customer’s use only during the period of time specified for usage of such Homes/Demand-Points in the applicable Order Form and to the extent Customer does not use all purchased Homes/Demand-Points during the specified period for such usage, any remaining Homes/Demand-Points shall expire and cease to be available for usage by Customer upon the expiration of such period.
   2.3. Acceptable Use. By using the Service, Customer specifically agrees not to engage in any activity or transmit any information that, in IQGeo’s sole discretion: (i) is illegal, or violates any federal, state, or local law or regulation; (ii) advocates illegal activity or discusses illegal activities with the intent to commit them; (iii) violates any third-party right, including, but not limited to right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights; (iv) is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable; (v) interferes with any other party’s use and enjoyment of the Subscription Services; (vi) attempts to impersonate another person or entity; (vii) is commercial in a way that violates these Terms, including but not limited to, use the Subscription Services to operate a managed service or service bureau, whether as standalone or bundled product, for the benefit of another person or entity; (viii) falsely states, misrepresents, or conceals your affiliation with another person or entity; (ix) accesses or uses the Account of another Customer without permission; (x) distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment; (xi) interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Subscription Services, or the servers or networks connected to the Subscription Services; (xii) “hacks” or accesses without permission IQGeo proprietary or confidential records, those of another Customer, or those of anyone else; (xiii) improperly solicits personal or sensitive information from other Customers, including without limitation address, credit card or financial account information, or passwords; (xiv) decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Subscription Services, unless and then only to the extent permitted by these Terms or applicable law without consent; (xv) removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Subscription Services; (xvi) uses automated or manual means to violate the restrictions in any robot exclusion headers on the Subscription Services, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information; (xvii) modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Subscription Services; (xviii) uses the Subscription Services for benchmarking, or to compile information for a product or service; (xix) downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Subscription Services, by any means except as provided for in these Terms or with the prior written consent of IQGeo; or (xx) attempts to do any of the foregoing.

In addition, Customer shall not, and shall not permit its Authorized Users to, do the following with respect to the Service: (i) Use the Subscription Services or allow access to it in a manner that circumvents contractual usage restrictions or that exceeds authorized use or Subscription Metrics set forth in these Terms or any Product Terms or Special Terms as set out in the Order Form; (ii) License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Service available for access by third parties except as otherwise expressly provided in these Terms; (iii) Access or use the Service for the purpose of: (a) developing or operating products or services intended to be offered to third parties in competition with IQGeo or (b) allowing access to Customer’s Account by a direct competitor of IQGeo; or (c) Frame the Subscription Services, place pop-up windows over its pages, or otherwise affect the display of its pages.

Customer acknowledges that IQGeo has no obligation to monitor access to or use of the Subscription Services for violations of these Terms, or to review or edit any content. However, IQGeo has the right to do so for the purpose of operating and improving the Subscription Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure Customer’s compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body. Any breach of this Section shall be a material breach of this Agreement.

2.4 Acceptable Use of APIs. “API(s)” means any and all application programming interface(s), including any related documentation, code, tools, access keys, or tokens, made available by IQGeo to enable Customer’s software systems or applications to interact with or access features, functions, data, or services provided through the Subscription Services. This includes all updates, modifications, enhancements, and derivative works thereof made available by IQGeo. 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 shall be a material breach of this Agreement.

2.4. User Comments, Feeback and Other Submissions. 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. IQGeo may, but has no obligation to, monitor, edit or remove content that it determines, in its sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s Intellectual Property Rights or these Terms.

3. Hosting and Support Services.

3.1. Hosting Services. Subject to the terms of this Agreement and the applicable Order Form, including payment of the relevant Subscription Fees, IQGeo or a third party on IQGeo’s behalf will provide the Services in accordance with the IQGeo Hosting Services Schedule, during the Subscription Term.
3.1.1. Customer acknowledges that it shall be responsible for: (i) procuring and maintaining its network connections and telecommunications links from its systems to IQGeo’s data centers and (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links.
3.1.2. Customer acknowledges that IQGeo is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data (including Customer Content) over communications networks and facilities, including the Internet or otherwise caused by the Internet.
3.2. Support Services. Subject to Customer’s compliance with these Terms, IQGeo will provide the Support Services in accordance with the SAAS Product Support Schedule, during the Subscription Term.

4. Professional Services. Customer may purchase professional services, including training services and services relating to the implementation, configuration installation, and/or integration of Subscription Services (including, where applicable, migration of Customer Content (as defined below)) (“Professional Services” and, together with the Subscription Services, the “Services”), as detailed in the Order Form and separate statement of work executed by the Parties setting forth the details of the Professional Services (“Statement of Work”). Any and all outputs and deliverables resulting or arising from or generated or created (whether by IQGeo or a Third Party Provider) when performing the Professional Services shall remain the sole and exclusive property of IQGeo and Customer shall have a limited right to use such outputs and deliverables only to the extent necessary to receive the commercial benefit of the Professional Services and associated outputs and deliverables for the Permitted Purpose.

5. Third Party Providers. The Documentation sets forth the Third Party Software and/or Third Party Data Services which are not an integral part of the Subscription Services but may be required for use with the Subscription Services (“Third Party Software”). Customer shall separately purchase such Third Party Software and/or Third Party Data Services required pursuant to this Section 5. Customer acknowledges that Customer is solely responsible for purchasing such Third Party Software and/or Third Party Data Services. Notwithstanding any other provision in this Agreement, IQGeo shall have no liability for any failure in performance of or defect in the Subscription Services or any Claims arising therefrom, due to Customer’s failure to separately purchase such Third Party Software and/or Third Party Data Services as required pursuant to this Section 5. Furthermore, Customer acknowledges that IQGeo may engage Third Party Providers from time to time to provide any element of the Subscription Services and/or Additional Services on behalf of IQGeo (“Third Party Providers”). IQGeo reserves the right to change, replace or substitute Third Party Providers from time to time, provided that IQGeo shall remain responsible to Customer for the supply of the relevant Subscription Services and/or Additional Services in accordance with the terms of this Agreement notwithstanding any such change, replacement or substitution. To the extent there is a failure or issue in, or caused by, the element of Subscription Services and/or Additional Services provided by a Third Party Provider on behalf of IQGeo and Customer suffer any losses, IQGeo shall use all reasonable endeavours to recover such losses from the Third Party Provider, and 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.

6. Fees.

6.1. Fees. Customer shall pay the fees for the Subscription Services, (“Subscription Fees”) and the fees for the Professional Services (together with Subscription Fees, the “Fees”) as set forth in the Order Form. All 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 Fees are exclusive of travel, accommodation, per diem or other expenses incurred by IQGeo or its Representatives. Fees may be subject to change at the conclusion of the Initial Term (as defined below).
6.2. Payment of Fees. IQGeo shall invoice Customer for the Fees: (i) in respect of the Subscription Services, annually in advance; and (ii) in respect of Professional Services, on or after the applicable dates set out in the Statement of Work or, if no dates are specified, monthly in arrears. Customer shall pay the Fees no later than thirty (30) days after the date of the invoice; except for any amounts disputed by Customer in good faith, provided that, Customer notifies IQGeo of such dispute within ten (10) business days of the date of the invoice. All payments shall be made by ACH or electronic transfer of funds. If Customer fails to pay any in accordance with this Section, IQGeo shall be entitled to charge interest on the unpaid amount at a rate of 1,5% per month above the HSBC Bank plc base rate and suspend provision of the Services until full payment of any undisputed amounts. Customer shall promptly notify IQGeo if its internal procedures require a purchase order for the processing of any payments and Customer will promptly submit the purchase order to IQGeo. Customer further acknowledges and agrees that Customer’s failure to submit a purchase order to IQGeo does not affect Customer’s payment obligations under these Terms.
6.3. Excess Use. To the extent that IQGeo has licensed to Customer any Subscription Services based on a certain set of limitations such as but not limited to a per-Named-User basis or Demand-Points, and in the event Customer’s use of the Subscription Services exceeds the license limits as identified in an Order Form, Customer shall promptly notify IQGeo of such excess use and IQGeo 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 in the event the license limits have not been exhausted, e.g. 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 Services, including all necessary access to information, Customer Content, 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 Authorized 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, save to the extent IQGeo is responsible for providing backup and restoration services as part of the Hosting 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 Subscription Services by or on behalf of the Customer, its Authorized Users and/or end users while using the Subscription Services.

8. Warranties; Disclaimer of Warranties.

8.1. Subscription Services. IQGeo warrants that the Subscription Services will substantially conform, in all material respects, to the Documentation.
8.2. Professional Services. IQGeo warrants that: (i) the Professional Services will be provided with reasonable care and skill, and materially in accordance with the applicable Schedules and Statements of Work and in accordance with good industry practice; (ii) IQGeo will utilize appropriately experienced, qualified and trained personnel in performance of the 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.
8.3. DISCLAIMER OF WARRANTIES. Except as expressly and specifically provided in these Terms, Customer assumes sole responsibility for results obtained from the use of the 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 SERVICES, AND ANY OTHER GOODS SUPPLIED OR SERVICES PERFORMED UNDER THE ORDER FORM, 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.
8.4. Beta Services. From time to time, IQGeo may make products, services or functionality available to Customer to try, at no charge, which are clearly designated as beta, pilot or early access (“Beta Services”). Beta Services are made available “AS IS” and IQGeo shall have no liability for any harm or damage arising out of or in connection with Beta Services. Customer may choose to try such Beta Services in its sole discretion. IQGeo may discontinue Beta Services at any time in its sole discretion and may never make them generally available.

9. Limitation of Liability. This Section 9 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 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.

9.1. 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 service fees actually paid by customer to IQGEO pursuant to the order form in the twelve (12) months immediately preceding the event giving rise to any such claim.
9.2. 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.
9.3. 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 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.

10. Ownership of Intellectual Property Rights.

10.1. 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.

10.2. Customer Owned Intellectual Property. “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 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).

10.3. 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.  

10.4. 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 the Services, including to identify, investigate, or resolve technical problems with the Services. Notwithstanding Section 10.3, Customer grants IQGeo a worldwide, non-exclusive, non-assignable and non-transferable right to use, reproduce, represent and exploit the Datasets, Output Data and Customer Content, on its own behalf and for the sole purpose of improving the Solution and the Services, developing new features and new Services as well as for the purpose of compiling and exploiting statistics, for the entire duration of the protection of the related intellectual property rights. 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 Solution and 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 Solution and its Services, developing new features and new Services as well as for the purpose of compiling and using statistics.

10.5. 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.

10.6. 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.

11. 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.

In the event that any Subscription Services licensed to Customer become or, in IQGeo’s exclusive opinion, is likely to become, the subject of an IP Claim through no fault of Customer, IQGeo may at its option and own expense: (i) procure for Customer the right to continue to use the Subscription Services; (ii) make the Subscription Services non-infringing; (iii) terminate the license in relation to the Subscription Services and refund the Subscription Fees relating to those Subscription Services which have been pre-paid and which relate to the period after termination.

11.2. Customer’s Indemnification Obligations. In the event an IP Claim is based upon any Customer actions described in Section 11.1(i)-(vi), 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 Subscription Services, 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 defense 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 Subscription Services 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 Authorized Users; (b) Customer Content; and (c) breach or alleged breach of any obligation under these Terms.

12. Personal Data. In performing the Services, IQGeo shall comply with the IQGeo Privacy Policy, which is available at https://www.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 Customer Personal Data during the period for which fees for the Services have been paid. IQGeo will only process Customer Personal Data in a manner that is reasonably necessary to provide Services and only for that purpose as ordered by Customer in an Order Form or Statement of Work. IQGeo shall ensure that persons authorized to process Customer Personal Data have committed themselves to confidentiality or are under appropriate statutory obligations of confidentiality. The Subscription Services are not intended to store, collect or otherwise process Personal Data. 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, Authorized Users and its customers, Customer is solely responsible for and Customer undertakes to: (i) 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 recognized legal basis or legitimate ground, to collect or otherwise process such Personal Data throughout the Subscription Term; and (ii) to notify IQGeo in writing prior to transferring such Personal Data to IQGeo 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. “EU Data Protection Law” means EU General Data Protection Regulation 2016/679 and applicable Member State laws implementing or supplementing EU General Data Protection Regulation 2016/679, as amended, replaced or superseded from time to time. Customer acknowledges that IQGeo shall not be responsible for any loss or exposure of data, including Personal Data, collected and processed by Customer.

13. 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. Within ten (10) business days of IQGeo’s prior written request, Customer shall permit IQGeo 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 Authorized Users use of Subscription Services.

14. Confidentiality.

14.1. 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.
14.2. 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 14; 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 unauthorized 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.
14.3. Exceptions. The obligations of confidentiality contained in this Section 14 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 14; (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 Form, 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.

15. Term and Termination.

15.1. Term. These Terms are effective as of the date last signed by a Party on the Order Form (“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 indicated on the Order Form (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 applicable Order Form.
15.2. Termination.
15.2.1. An Order Form 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.
15.2.2. A Statement of Work for the provision Professional Services (and where no Subscription Services are indicated) shall terminate on the earlier of: (i) the date the Professional Services have been completed; or (ii) the termination of the Statement of Work in accordance with the termination provisions of this Section.
15.2.3. IQGeo may terminate an Order Form or Statement of Work immediately by serving written notice on Customer if Customer: (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed or dismissed within sixty (60) days after filing; (iii) has a receiver, trustee, custodian, or other similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or assets which is not withdrawn within sixty (60) days; (iv) is dissolved or liquidated or takes corporate action for such purpose; or (v) makes a general assignment for the benefit of creditors.
15.2.4. Either Party may terminate the Order Form or Statement of Work, 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.
15.3. Effects of Termination. Upon expiration or earlier termination of the Order Form for any reason: (i) IQGeo shall cease to provide the applicable Services; (ii) Customer shall cease to use the Subscription Services, Documentation and/or Professional Services as applicable and all rights and licenses granted by IQGeo to Customer pursuant to these Terms shall cease; (iii) Customer shall pay to IQGeo all outstanding Fees due at the date of such termination within fifteen (15) days of the date of such termination; (iv) where the Subscription Services are provided on a hosted basis, IQGeo shall (subject to payment of IQGeo’s relevant standard charges) provide Customer with access to Customer Content for a period (subject to applicable law) up to seven (7) days from the date of termination or expiration of the Order Form; and (v) at IQGeo’s request, Customer shall return or destroy (at IQGeo’s option) all 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.
15.4. Survival. The termination of the Order Form 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 15, the rights and duties created by Sections 8 (Warranties), 9 (Limitation of Liability), 10 (Ownership of Intellectual Property), 11 (Indemnification Obligations), 14 (Confidentiality), 16 (Equitable Relief) and 18 (Miscellaneous) shall survive

16. Equitable Relief. The Parties acknowledge and agree that Customer’s use or threatened use of the 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.

17. 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.

18. Miscellaneous.

(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..

18.10. Entire Agreement. These Terms, together with the Order Form, all Schedules, Exhibits, Statements of Work, 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 Form or any Statement of Work.

Last updated:

9 July, 2025