End User Terms of Service

The following terms of service, together with any documents or additional terms they expressly incorporate by reference (collectively, the "Terms of Service") govern your access to and use of our products and services, including our Website (collectively, our "Products and Services") and your purchase of or access to Datasets through our Products and Services.

These Terms of Service form an agreement between you and BigGeo Global Inc. and its affiliates or subsidiaries ("BigGeo", "we", "us", "our"). The terms "you" or "your" refer to the individual or entity browsing, accessing or otherwise using the Products and Services ("use" or "using" in these Terms of Service will mean any of the foregoing).

If you are located in the European Union or European Economic Area, your use of the Products and Services is subject to the additional requirements set out in Section 2 and Section 8 of these Terms of Service, including the requirement that a Data Processing Agreement be in place before you submit any personally identifiable information to BigGeo.

These Terms of Service do not alter in any way the terms or conditions of any other agreements you may have with us in respect of any products, applications, services or otherwise.

Except to the extent restricted or prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Service at any time. When we change these Terms of Service, we will: (a) place a notice on our website at biggeo.com ("Website") and may send you an email or notify you by some other means as required by applicable law; (ii) post a new version to our Website; and (iii) update the "Last Updated" date at the top of these Terms of Service. We may require you to provide consent to the updated Terms of Service in a specified manner before further use of the Products and Services permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Products and Services. Otherwise, your continued access to or use of the Products and Services after any changes to these Terms of Service indicates your acceptance of such changes.

We have entered into agreements with data providers (each, a "Data Provider") pursuant to which these Data Providers can make their datasets available to end users through our Products and Services (each such dataset, a "Dataset"). As an end user of our Products and Services, you will fall into one of two categories: (a) you are an end user that a Data Provider has specifically chosen to make their Dataset(s) available to and you have a separate agreement with such Data Provider governing your access to and use of such Dataset(s) (each such end user, a "Data User"); or (b) you are an end user that has purchased Dataset(s) through our marketplace offering (each such end user, a "Marketplace Customer"). As a Data User or a Marketplace Customer you will receive access to the applicable Dataset(s) through our Products and Services via a unique access key. If you are a Marketplace Customer, then you will only receive such access upon your payment of the applicable Data Fees as further described in Section 3.

Data Providers have provided us with assurances that their Datasets do not contain any personally identifiable information, however we do not review or validate the Datasets. If you do access a Dataset containing personally identifiable information, then you will promptly notify us and the applicable Data Provider. If you are located in the EU or EEA and wish to submit personally identifiable information to BigGeo, such submission is permitted only where BigGeo and the applicable Customer or Data Provider have executed a Data Processing Agreement ("DPA") governing the processing of EU/EEA personal data in compliance with the General Data Protection Regulation (EU) 2016/679 ("GDPR"). If no such DPA is in place, you must not submit personally identifiable information to BigGeo. Where a DPA is in place, BigGeo will process your personal data in accordance with its obligations under the GDPR and the applicable DPA.

1. As a Marketplace Customer, you are able to purchase Datasets that Data Providers have made available to you through our marketplace interface that forms part of our Products and Services.
2. If you choose to purchase a Dataset through our marketplace interface, then you must pay the corresponding fees for the Dataset set out on the interface ("Data Fees"). The Data Fees for each Dataset are set by the applicable Data Provider and may be changed by the Data Provider at any time.
3. All Data Fees will be paid through our third-party payment processor (the "Payment Processor"). When ordering your Dataset, you agree to provide the Payment Processor with the information necessary to process your payment, including the billing information requested on our Website or the Payment Processor's platform. The processing of Data Fees by the Payment Processor will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms of Service. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. By submitting your payment information to the Payment Processor, you authorize the Payment Processor to charge the applicable payment method at their convenience. You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We and the Payment Processor are not liable in the event any persons acting with or without your permission use your credit card or other means of payment to make purchases on the Website or the Payment Processor's platform. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment. If our Payment Processor has not received or been able to process your payment, you agree to pay all amounts due by you upon demand.
4. The Data Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. You will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by these Terms of Service, other than taxes based on the net income or profits of BigGeo.
5. If you believe that we have charged or invoiced you incorrectly, you must contact us no later than 30 days after having been charged in order to request an adjustment or credit. In the event of a dispute, you will pay any undisputed amounts in accordance with the applicable payment terms, and we will discuss the disputed amounts in good faith in order to resolve the dispute.
6. All Data Fees that are processed by our Payment Processor will be remitted to the applicable Data Provider minus a marketplace fee that will be remitted to us.

1. BigGeo or our licensors are and will be the exclusive owner of the following, including all Intellectual Property Rights therein and thereto: (i) the Products and Services; (ii) anything used, developed or delivered by or on behalf of BigGeo under this Terms of Service, including any Usage Data and any intellectual property in BigGeo's proprietary indexing used in managing Datasets in the Products and Services, but excluding, for clarity, the Datasets which are owned or licensed by the Data Providers; (iii) BigGeo's Confidential Information; and (iv) any Modifications to any of the foregoing (collectively, "BigGeo Property").
2. All right, title and interest, including all Intellectual Property Rights, in and to the BigGeo Property will vest in BigGeo, immediately upon creation and regardless of the state of completion of such BigGeo Property. To the extent any right, title and interest, including any Intellectual Property Right, in or to BigGeo Property does not automatically and immediately vest in BigGeo, you: (i) hereby assign and transfer to BigGeo; (ii) agree to assign and transfer to BigGeo; and (iii) agree to cause your personnel to assign and transfer to BigGeo, as and when created, all right, title and interest, including any Intellectual Property Rights, throughout the world, in and to all such BigGeo Property, and you will cause all your personnel to waive, for the benefit of BigGeo and its successors, assigns, licensees and contractors, their respective moral rights (and any similar rights to the extent that such rights exist and may be waived in each and any jurisdiction throughout the world) in and to such BigGeo Property.
3. You will acquire no rights to any BigGeo Property, other than the license rights expressly granted under or in respect of these Terms of Service.
4. You are and will be the exclusive owner of the following, including all Intellectual Property Rights therein and thereto: (i) all information, content, images, records, files that you make available to us, excluding any Usage Data (your "End User Data"); and (ii) your other Confidential Information (collectively, the "End User Property").
5. We will acquire no rights to any End User Property, other than the license rights expressly granted under or in respect of these Terms of Service.
6. You grant us and our subcontractors a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable and fully paid-up right to Process End User Data to: (i) provide the Products and Services; and (ii) collect and generate usage metrics and other data relating to how you interact with and use Datasets through our Products and Services ("Usage Data"). You acknowledge and agree that we may disclose and share such Usage Data with applicable Data Providers. "Process" means to access, collect, use, process, store, transfer, transmit, copy, modify, adapt, and display.
7. If you submit any ideas, suggestions, documents, or proposals regarding the Products and Services to us ("Feedback"), you acknowledge and agree that: (i) the Feedback does not contain confidential or proprietary information and we are not under any obligation of confidentiality with respect to the Feedback; and (ii) we are entitled to use, commercialize or disclose (or to choose not to use, commercialize or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to you for such use. We are not obligated to use your Feedback.
8. As a Data User, your Processing of the Datasets will be subject to either your existing agreement(s) with the applicable Data Provider or the Data Provider's terms and conditions that the applicable Data Provider has chosen to provide to us and that we have prompted you to agree to through our Products and Services. As a Marketplace Customer, your Processing of Datasets will be subject to the applicable terms Data Provider has chosen to provide to us and that we have prompted you to agree to through our Products and Services. You acknowledge and agree that any such terms and conditions relating to the Processing of Datasets will be solely between you and the Data Provider.
9. "Intellectual Property Rights" means: (i) any and all proprietary rights anywhere in the world provided under: (A) patent law; (B) copyright law (including moral rights); (C) trade-mark law; (D) design patent or industrial design law; (E) semi-conductor chip or mask work or integrated circuit topography law; or (F) any other statutory provision or common law principle applicable to these Terms of Service, including trade secret law; (ii) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing; and (iii) any and all licenses and waivers and benefits of waivers of the intellectual property rights set out in clauses (i) and (ii) above, all future income and proceeds from the intellectual property rights set out in clauses (i) and (ii) above, and all rights to damages and profits by reason of the infringement or violation of any of the intellectual property rights set out in clauses (i) and (ii) above.

You will not, and you will not permit others to: (i) sub-license, sell, rent, lend, lease or distribute the Products and Services or any Intellectual Property Rights therein, or otherwise make the Products and Services to any third parties other than as expressly permitted in these Terms of Service; (ii) use or access the Products and Services: (A) in violation of any applicable laws or Intellectual Property Rights; or (B) in a manner that threatens the security or functionality of the Products and Services; (iii) use or access the Products and Services to create, collect, transmit, store, use or process any End User Data: (A) that you do not have the lawful right to create, collect, transmit, store, use or process; (B) that violates any applicable laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or (C) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (iv) copy or modify the Products and Services; (v) reverse engineer, de-compile or disassemble the Products and Services or any part of them; (vi) access or use the Products and Services for purposes of benchmarking or competitive analysis of such Products and Services; (vii) access or use the Products and Services for the purpose of building a similar or competitive product or service; (viii) remove or obscure any proprietary notices or labels on the Products and Services, including brand, copyright, trademark and patent or patent pending notices; (ix) perform any vulnerability, penetration or similar testing of the Products and Services; or (x) engage in screen scraping, web crawling, data mining, or any other automated or manual process to extract, copy, scrape, index, or harvest data from the Products and Services.

1. Except to the extent restricted or prohibited by applicable law, we may from time to time and in our discretion, suspend your access to or use of the Products and Services or any Datasets, or make Modifications to the Products and Services. "Modifications" means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and "Modify" has a corresponding meaning.
2. Data Providers may from time to time and in their discretion, Modify a Dataset or remove a Dataset from our Products and Services.

1. For the purposes of these Terms of Service, a party or any of its affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be "Recipient", the party disclosing such information will be "Discloser" and "Confidential Information" of Discloser means any and all information of Discloser or any of its affiliates, service providers, licensors, or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into these Terms of Service, including information concerning Discloser's past, present or future customers, suppliers, technology or business. Where Discloser is BigGeo, Confidential Information includes BigGeo Property and where Discloser is you, Confidential Information includes End User Data. Notwithstanding the foregoing, except with respect to personally identifiable information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of these Terms of Service by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into these Terms of Service; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.
2. Recipient hereby agrees that at all times it will:
   1. not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its own personnel (if Recipient is you), or its and its affiliate's employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is BigGeo), or such other recipients as Discloser may approve in writing, that have a "need to know" for the purposes of receiving or providing the Products and Services, who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of these Terms of Service;
   2. not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under these Terms of Service;
   3. not alter or remove from any Confidential Information of Discloser any proprietary legend; and
   4. maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.
3. Notwithstanding Section 7(b), Recipient may disclose Discloser's Confidential Information:
   1. only if and to the extent legally compelled or required by a regulatory authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by applicable laws from doing so), to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;
   2. to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with Discloser's business; or
   3. in the case of BigGeo, to potential assignees, acquirers or successors of BigGeo if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of BigGeo.
4. Each of the parties acknowledge that disclosure of Discloser's Confidential Information or any other breach of this Section 7 (Confidentiality) may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of these Terms of Service, and each party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 7 (Confidentiality) and to the specific enforcement of the terms of this Section 7 (Confidentiality), in addition to any other remedy to which Discloser would be entitled.
5. Upon written request by Discloser or upon the termination or expiration of these Terms of Service, each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with Recipient's data destruction practices. Notwithstanding the foregoing, BigGeo may retain any electronically archived Customer's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 7 (Confidentiality).

We process personally identifiable information, including any personally identifiable information in your End User Data, in accordance with our privacy policy, found at biggeo.com/legal/privacy-policy (the 'Privacy Policy'). If you are located in the European Union or European Economic Area, BigGeo may process your personally identifiable information where a Data Processing Agreement ("DPA") governing EU/EEA personal data is in place between BigGeo and the applicable Customer or Data Provider. Please review the Privacy Policy at biggeo.com/legal/privacy-policy for details on applicable data protection laws, your rights under the GDPR, and how to contact BigGeo's EU Representative.

To access certain features of the Products and Services and to purchase Datasets, you may be required to successfully sign up for a user account using the available interfaces of the services and select a username and password login credentials (the "User ID"). If you select a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person. You must provide us with true, accurate, current and complete information for your User ID. We reserve the right to disable any User ID issued to you at any time in our sole discretion. You are solely responsible for any and all use of your User ID and all orders and activities that occur under or in connection with the User ID, including any such use by any other party using your User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Products and Services and your account, including without limitation terminating your account, changing your password, and requesting additional information to authorize transactions on your account. You agree to notify us immediately of any unauthorized access to or use of your User ID or any other breach of security.

1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; (VI) PERSONAL OR PROPERTY DAMAGE; OR (VII) OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE PRODUCTS AND SERVICES OR ANY DATASET.
2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE EXCEED THE TOTAL AGGREGATE AMOUNT OF CAD $50., THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

To the extent permitted by applicable law, you will indemnify, defend, and hold harmless us, our affiliates and our and their respective directors, officers, employees, agents, licensors, licensees, suppliers or successors from and against any and all means any and all damages, fines, penalties, deficiencies, losses, liabilities (including awards, settlements and judgments), costs and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants and other experts and professionals) or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment suffered or incurred by any of them arising from or in connection with or relating to any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand by a third party arising out of relating to: (a) your breach of these Terms of Service; or (b) your Processing of any Dataset; or (c) any regulatory claim, fine, penalty, or enforcement action arising from your submission of personally identifiable information to BigGeo in breach of Section 2 of these Terms of Service, including any claims or actions under the General Data Protection Regulation (EU) 2016/679 or any EU/EEA member state implementing legislation, where such submission occurred without an applicable Data Processing Agreement in place or in violation of the terms of any such Data Processing Agreement.

1. These Terms of Service will commence on the day you first access or use any Products and Services and will remain in effect as long as you have access to any Products and Services, including any Datasets through the Products and Services, unless such access is earlier terminated by either party in accordance with the provisions of these Terms of Service. We may terminate these Terms of Service at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Products and Services. You may terminate these Terms of Service at any time and with immediate effect by requesting by email that your User ID be deleted, or by deleting your account and ceasing use of the Products and Services. For greater certainty, if you continue to use any portion of the Products and Services that is publicly available after these Terms of Service have been terminated, these Terms of Service will continue to apply to the extent of such use.
2. Following the termination of these Terms of Services, you will immediately cease using the Products and Services and you will no longer have access to the Datasets through the Products and Services. BigGeo and the Products and Services are not intended to function as a backup or repository for any Datasets. You are solely responsible for maintaining your own independent backups of any Datasets that you may have downloaded from the Products and Services.
3. The following sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Sections 4, 7, 10, 11, 12, 13, and 14.

1. These Terms of Service will be governed by and construed in accordance with the laws of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles. Any action or proceeding arising out of or relating to these Terms of Service will be initiated in Calgary, Alberta, and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts sitting therein. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service. To the extent that BigGeo processes personally identifiable information of individuals located in the European Union or European Economic Area pursuant to a Data Processing Agreement, the General Data Protection Regulation (EU) 2016/679 ("GDPR") will apply to such processing in accordance with the terms of that Data Processing Agreement. Nothing in these Terms of Service limits BigGeo's obligations or your rights under the GDPR where it applies.
2. These Terms of Service constitute the entire agreement between you and us in connection with the subject matter of these Terms of Service and supersede all prior or contemporaneous agreements, representations or other communications between you and us with respect to the Products and Services and Datasets. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of these Terms of Service are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", when used in respect of us in these Terms of Service, mean our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.
3. You will not assign these Terms of Service to any third party without our prior written consent. We may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section 14(c) will be null and void. These Terms of Service will inure to the benefit of and be binding upon the parties, their successors and permitted assignees.
4. We will not be liable for delays caused by any event or circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labor problems, Internet service failures or delays, cyberattacks, or the unavailability or modification by third parties of telecommunications or hosting infrastructure.
5. A waiver of any provision of these Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
6. Any provision of these Terms of Service found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.
7. You will comply with all export laws and regulations that may apply to your access to or use of the Products and Services. We make no representation or warranty that the Products and Services may be exported without you first obtaining appropriate licenses or permits under applicable laws, or that any such license or permit has been, will be, or can be obtained.
8. If you believe that we have not adhered to these Terms of Service or if you have any questions or comments regarding these Terms of Service or have feedback, comments, requests for technical support and other communications relating to the Products and Services, please contact us at support@biggeo.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.