Onboarding Terms Conditions

LOCAL LOGIC MASTER SOFTWARE AGREEMENT

This Master Product Suite Agreement (“Agreement”) between Customer and Entreprise Nexmoov inc dba “Local Logic”., is entered into and effective upon the date Customer accepts a Schedule referencing this Agreement (the “Effective Date”). “Customer” is the legal entity or individual who accepts the Schedule. Local Logic and Client may be referred to each individually as a “Party” and collectively as the “Parties.” A “Schedule” is any document, which is accepted by an authorized representative of each Party, that sets forth the Software Products provided to Customer, additional terms applicable to the specific Software Products, and fees.

1. INTERPRETATION

1.1 Construction of the Agreement

The details of each Service the Customer is subscribing to will be set forth in Licenced Data Schedule (Schedule) accepted in writing by the Parties. Each accepted Schedule will form an independent agreement incorporating the terms and conditions of this MSA. When used herein the term “Agreement” refers to each such agreement incorporating the MSA and the relevant Schedule.

In case of an inconsistency between provisions of various documents forming the Agreement between Local Logic and the Customer, the documents shall take precedence in the following order, the first document having priority:

  1. Licenced Data Schedule (Schedule);
  2. Master Software Agreement;
  3. Documents incorporated by reference into the MSA;

1.2 Definitions

In this Agreement, capitalized terms shall have the meaning indicated in the relevant provision or in Addendum A.

2. GRANT OF LICENSE

2.1 Local Logic Ownership

Customer acknowledges and agrees that, as between Customer and Local Logic, Local Logic owns all worldwide right, title and interest, including all Intellectual Property Rights, in and to: (i) the Local Logic Infrastructure; (ii) the Software Products, (iii) the APIs, (iv) the Services, (v) the Documentation; and (vi) any modifications, enhancements, upgrades, updates or customization to any of the foregoing (“Modifications”), including Modifications made at the request or at the expense of Customer and Modifications involving Customer’s participation. Customer does not acquire any right, title or ownership interest of any kind, express or implied, in any of the foregoing other than the authorization to Use the Services granted herein, subject to all restrictions set forth herein.

Local Logic reserves all rights not specifically granted in this Agreement with respect to all Software Products, SDKs, APIs, Licensed Data and Licensed Content.

All Software Products and Services are subscription-based and Customer shall not acquire any right to Use Software Products, Services nor Use, copy, display or disseminate any Licensed Content or Licensed Data after the Customer’s subscription to such Software Product or Service has ended.

2.2 License Grant

Subject to the payment of the Fees and strict compliance with all terms and conditions set forth in this Agreement (including additional terms and conditions included in a Schedule), Local Logic hereby grants Customer:

  1. With respect to Software Products, a non-exclusive, non-transferable and royalty-free (except for Fees set forth in the Schedule license to download, install and Use Software Products, during the Term, on computer systems controlled by Customer or Customer affiliates solely as set forth in this Agreement and subject to all conditions and limitations set forth in this Agreement. Local Logic may provide Customer with a unique license key, which Customer must keep confidential and use solely for the purpose of enabling Customer to Use the Software Products in accordance with the terms and conditions of this Agreement.
  2. With respect to API Services (i) the right to access and Use the API Services through the Local Logic Infrastructure, during the Term, (ii) the right to Use Licensed Data and display Licensed Content provided through the API Services during the Term, (iii) the right to Use the Documentation and SDK during the Term;
  3. With respect to Licensed Data, a non-exclusive, non-transferable and royalty-free (except for Fees set forth in the Schedule) license to Use the Licensed Data for the Permitted Purposes during the Term, solely as set forth in this Agreement and subject to all conditions and limitations set forth in this Agreement, excluding the right to display or publicly disseminate Licensed Data.
  4. With respect to Licensed Content, a non-exclusive, non-transferable, non-sublicensable, fully paid-up and royalty-free (except for Fees set forth in the Schedule license to Use and display Licensed Content on Customer’s Web properties, solely for the Permitted Purposes.

2.3 Licensed Data and Content

Licensed Content is made available under license and may only be displayed, copied, used or disseminated as permitted by the Agreement. Unless otherwise specified in a Schedule, the following constitutes Permitted Purposes:

  1. Web-based or mobile-based search and filtering functionality on Customer owned and operated real estate websites and platforms.
  2. Web-based or mobile-based display functionality on Customer owned and operated real estate websites and platforms that are used by Customer clients.
  3. I-frame search and filtering presentations owned by Customer and placed on real estate websites and platforms owned by Customer clients.
  4. I-frame display presentations owned by Customer and placed on real estate websites and platforms owned by Customer clients. Such I-frame presentations may include data elements that are proprietary to Customer.
  5. Web-based or mobile-based public dynamic display of boundary names.

2.4 Prohibited Data Use

As a way of illustration, without expanding Customers rights hereunder, Customer shall not:

  1. Cache or store any Licensed Content or Licensed Data for the purpose of building a repository or Use Services in a manner that pre-fetches, caches, or stores Licensed Data or Licensed Content, or the results of queries to the APIs, except storing or caching End-Users’ query results for no more than thirty (30) days for the sole purpose and only to the extent necessary for enabling or improving End-User’ use of the Services.
  2. Access or use any Local Logic Products, Infrastructure, Content or Data not specifically licenced in a Schedule or Amendment to a Schedule.
  3. Attempt to decompile or bypass any security safeguards Local Logic has put in place.
  4. Scale one API request or query to serve multiple End-Users.
  5. Remove any copyright or other proprietary rights notice on the Licensed Data or Licensed Content, the Documentation or other materials provided by Local Logic or any copies thereof.
  6. Attempt to recreate or reconstructs datasets made accessible to Customer by Local Logic;
  7. Display, disseminate or provide Licensed Data in raw form to End-Users or to any person outside of Customer’s personnel. Customer’s license on Licensed Data only allows using Licensed Data to determine content to be displayed or provided to End Users, including Licensed Content.

2.5 Restricted Data

Customer may only use Restricted Data as specifically instructed by Local Logic to operate Software Products and API Services and may not under any circumstances disseminate or display any portion of the Restricted Data. Customer may not derive any data from Restricted Data except through normal operation of the Software Products and API Services.

2.6 Third-Party Products

Customer’s access and Use of Third-Party Services is subject to compliance with all terms and conditions of Third-Party Licenses referenced in the relevant Schedule. To the extent a Third-Party License is not contractually entered into directly between Customer and the entity licensing the Third-Party Service, such entity is a third-party beneficiary of the Third-Party License.

3. SERVICE TERMS

3.1 Responsibility for Customer Infrastructure

Customer is solely responsible for ensuring that Customer Infrastructure is compatible with the Services and that it can support Customer’s Use of the Services.

3.2 Login Credentials

The Customer is responsible for maintaining control and security over its Login Credentials and shall be solely responsible for any action taken under its Login Credentials whether or not such access or use is authorized by the Customer. The Customer agrees to promptly notify Local Logic if a Login Credential is compromised or if the Customer has reason to believe that a Login Credential may be used in an unauthorized manner.

3.3 Limits of use

The Services may be offered to the Customer in the form of a subscription plan comprising usage limitations, including as set forth in a Schedule. Where applicable, the Services are limited:

  1. To the features included in the subscription selected by the Customer, if applicable.
  2. By the usage limits imposed by the subscription selected by the Customer, if any, including limits based on the number of calls to the APIs.

3.4 Prohibited Use

Customer shall not:

  1. include, or knowingly allow others to include, any Objectionable Content or introduce malicious code to the Local Logic Infrastructure;
  2. intercept or attempt to intercept any messages transmitted to and from the Local Logic Infrastructure that are not intended for Customer;
  3. access or attempt to access other Local Logic customers’ data;
  4. take any action that imposes an unreasonable or disproportionately large load on the Local Logic Infrastructure;
  5. use the Services to perform comparative performance tests (benchmarking);
  6. reverse engineer the Software Product or the API Services, except reverse engineering expressly permitted by applicable
    law which may not be excluded contractually;

Customer shall be responsible for any breach of the prohibitions listed above by its employees, officers, agents or contractors.

3.5 Monitoring and Audit by Local Logic

Local Logic may monitor and audit Customer’s Use of the Software Products and API Services for the purpose of (among others) ensuring compliance with the terms of this Agreement. Any such audit may be carried out by Local Logic or a third party authorized by Local Logic, at its own expense.

If Local Logic’s monitoring activities or audit reveals that Customer’s Use of the Services is in breach of this Agreement, including any Use in breach of any applicable laws, Local Logic shall notify Customer in writing. If Customer does not cure the breach of if Local Logic determines, acting reasonably, that Customer’s breach may cause serious or irreparable harm to Local Logic (which shall include unauthorized dissemination of Licensed Data or Licensed Content), Local Logic may immediately suspend and discontinue the Services to Customer. Local Logic shall notify Customer of such suspension as soon as reasonably possible, which notice shall set out the circumstances of the suspension. If Customer rectifies the situation, then Local Logic will reinstate the Services as soon as reasonably possible. If Customer does not rectify the situation within 30 days, then it shall be deemed a material breach of this Agreement and Local Logic shall be entitled to terminate this Agreement in accordance with Section 12.

3.6 Security Measures

Local Logic shall implement commercially reasonable technical and organizational security measures to ensure that Customer Data under its control is not subject to unauthorized disclosure, modification, or destruction. Customer acknowledges that security measures and the information security standards used by Local Logic may change based on requirements or changes in the practices of third-party service providers.

1. DATA

3.7 Customer Data

Local Logic acknowledges and agrees that as between Customer and Local Logic, all worldwide right, title and interest, including all Intellectual Property Rights in and to the Customer Data, shall be the exclusive property of Customer. Local Logic does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of the Customer Data, other than the license granted herein.

Customer hereby grants Local Logic the right to use, copy, store, transfer and display the Customer Data solely for the purpose of enabling Local Logic to perform the Services under this Agreement. Local Logic may provide Customer Data to third-party providers involved in providing elements of the Local Logic Infrastructure.

3.8 Hosting of Customer Data

Customer acknowledges that the Services do not include hosting services with respect to Customer Data. Local Logic shall not be responsible for hosting or keeping backup copies of Customer Data, including Customer Data generated by the Software Products. Customer shall be solely responsible for ensuring that Customer Data is appropriately hosted and backed up.

3.9 Local Logic Data Accuracy

The accuracy and completeness of Licensed Data and Licensed Content is dependent on multiple factors, many of which are not controlled by Local Logic. Local Logic cannot and does not warrant that the Licensed Data and Licensed Content will be accurate and error-free.

If Customer or End-Users identify defective or inaccurate elements in the Licensed Data or Licensed Content, Customer shall notify Local Logic by written notice describing any errors in sufficient detail with any necessary supporting information or documentation. Local Logic’s sole obligation and Customer’s exclusive remedy for any claim of defective or inaccurate data elements or data processing shall be to use reasonable efforts to correct the data elements or reperform the data processing in question. The Customer acknowledges that some corrections of errors in the data elements shall be dependent on the availability of the same from the source of the applicable data.

In no event shall Local Logic be responsible for any processing errors resulting from Customer’s inputs, queries or Use of the Services or Software Products.

3.10 Analytics and Usage Data

Local Logic collects and generates Analytics Data from Customer and End-Users’ interactions with all web properties relying on Services. Local Logic may generate Analytics Data from:

  1. Customer’s or End-Users’ Use of the Software Products;
  2. Inputs and queries directed through the API Services;
  3. End-Users’ interactions with Web pages relying on API Services or Licensed Data, including interaction with items not directly connected to API Services or not directly relying on Licensed Data;

Customer authorizes Local Logic to implement tracking technologies, such as analytics scripts or tracking pixels on webpages incorporating Software Products or relying on API Services and Customer shall provide all reasonable assistance and information to Local Logic for the implementation of such tracking technologies. Collection and generation of Analytics Data by Local Logic constitute an essential requirement of this Agreement and Customer failure to facilitate such collection or generation of Analytics Data shall be deemed a material breach of the Agreement.

Analytics Data shall not include or incorporate data identifying the Customer or End-Users.

Local Logic shall retain ownership of the Analytics Data and shall have no obligation to share Analytics Data with Customer. This Agreement does impose any restriction on Local Logic’s lawful use of Analytics Data.

2. PERSONAL DATA

2.1 Limitation of Personal Data Processing

The Local Logic Infrastructure is not designed to process sensitive Personal Data or significant amounts of Personal Data and providing End-Users’ Persona Data to Local Logic is not required to Use the Services. Customer is responsible for ensuring that only the minimum amount of Personal Data is processed through the Software Product and API Services.

3.11 Customer Data

To the extent that Customer Data includes Personal Data and that Customer Data is processed by Local Logic:

  1. the Customer shall be deemed to control the purposes for which Personal Data is processed through the Services;
  2. the Customer shall be solely responsible to determine its legal basis for processing Personal Data;
  3. Local Logic shall process Personal Data solely pursuant to instructions from the Customer and for no other purpose;
  4. Local Logic shall be authorized to use subcontractors to process Customer Data.
3.12 Analytics Data

Local Logic does not intend to process or collect Personal Data through its APIs or the generation of Analytics Data.

Customer is solely responsible for complying with applicable law, including Privacy Laws, with respect to its operations and web properties, including any disclosure to End-Users that may be required by Privacy Laws as a result of Customer reliance on the Services.

4. ATTRIBUTION

4.1 Requirements

Except as specifically stated in a Schedule Customer shall show attribution marks identifying Local Logic on each Customer web property relying on Services in accordance with Local Logic Attribution Guidelines, as updated or replaced from time to time.

4.2 Limited Trademark License

Local Logic hereby grants to Customer a non-transferable, revocable, royalty-free license solely during the Agreement Term to use Local Logic trademarks contemplated by this Agreement and to display the Local Logic logo and trademarks in connection with Customer attribution obligation, subject to Local Logic Attribution Guidelines.

5. FEES

5.1 Fees

Fees, payment terms and invoicing terms are as set out in the Schedule. The Fees do not include applicable taxes. Local Logic shall invoice the Fees and applicable taxes in accordance with the provisions set out in the Schedule. Customer agrees to pay the Fees and applicable taxes within 30 days of invoicing or in accordance with the payment terms as set out in the Schedule, if any.

5.2 Setup Fees

Fees identified as setup fees or implementation fees are payable upon acceptance of the Schedule by the Parties and are non-refundable.

5.3 Taxes

Customer shall pay all taxes, however designated or incurred, which are paid or payable as a result of or otherwise in connection with the transactions contemplated in this Agreement including, without limitation, federal, provincial and local, excise, sales, use, goods and services, harmonized, value added and any taxes or other amounts in lieu thereof, except for any taxes based on Local Logic’s income.

5.4 Interests

Where Customer fails to pay any amount in accordance with the payment terms set out in the Schedule, Local Logic shall have the right, in addition to any other rights or remedies available to it, to charge, and Customer shall pay, interest on such overdue amounts at the rate of 1.5% per month calculated daily, compounded monthly (18% per annum) both before and after any court judgment in respect of the same from the date such payment was due.

6. FEEDBACK

If the Customer or any person having access to the Software Products or Services pursuant to a Schedule between Customer and Local Logic communicates with Local Logic about improvements and modifications to the Local Logic’s products and services (“Feedback”), the Customer acknowledges that: (a) Local Logic has no obligation of confidentiality, express or implied, with respect to the Feedback (except regarding information otherwise deemed confidential hereunder) ; (b) Local Logic is entitled to use or disclose (or choose not to use or disclose) the Feedback for any purpose whatsoever, in any manner whatsoever, on any medium whatsoever, anywhere in the world; (c) Local Logic may already have considered or be developing the same or similar elements to those mentioned in the Feedback; and (d) no remuneration or compensation will be paid by Local Logic in consideration of the Feedback.

7. LIST OF CUSTOMERS

The Customer authorizes Local Logic to display its name, trademark and logo on a website and on any other material promoting Local Logic’s products and services for the sole purpose of identifying the Customer as a user of the Local Logic products and services. This authorization is subject to the Customer’s reasonable requirements regarding the use of its trademarks and logos and may be withdrawn by written notice at any time.

Local Logic will be given a reasonable time to respond to the withdrawal of authorization and will have no obligation with respect to printed materials already in circulation and materials no longer under its control.

8. CONFIDENTIALITY

8.1 Acknowledgement

Each Party acknowledges that all Confidential Information is confidential and proprietary information of the disclosing Party.

The terms and conditions of this Agreement, including the commercial conditions under which Local Logic’s products and services are provided, shall be deemed Local Logic Confidential Information.

8.2 Undertaking

Each Party shall, and shall cause its employees, officers, agents and contractors to hold Confidential Information of the other Party in confidence, and shall use the same degree of care by instruction, agreement or otherwise, to maintain the confidentiality of the other Party’s Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but with at least a reasonable degree of care. Each Party agrees not to make use of Confidential Information other than for the exercise of rights or the performance of obligations under this Agreement, and not to release, disclose, communicate it or make it available to any third party other than employees, officers, agents and contractors of the Party who reasonably need to know it in connection with the exercise of rights or the performance of obligations under this Agreement and which agreed in writing to keep Confidential Information confidential.

8.3 Exceptions

The receiving Party’s obligations set forth in paragraph 11.2 shall not apply to information:

  1. that, at the time of disclosure by the disclosing Party, is available publicly through no act or failure on the part of the receiving Party, whether through a breach of this Agreement or otherwise;
  2. that, prior to disclosure by the disclosing Party, was already in the possession of the receiving Party, as evidenced by written records kept by the receiving Party in the ordinary course of its business, or as evidenced by proof of actual prior use by the receiving Party;
  3. independently developed by the receiving Party, by Persons having no direct or indirect access to the disclosing Party’s Confidential Information provided that the receiving Party provides clear and convincing evidence of such independent development;
  4. which, subsequent to disclosure, is obtained from a third Person: (A) who is lawfully in possession of the such information; (B) who is not in violation of any contractual, legal, or fiduciary obligation to either Party, as applicable, with respect to such information; and (C) who does not prohibit either Party from disclosing such information to others; or
  5. that is further disclosed with the prior written consent of the disclosing Party, but only to the extent of such consent.

8.4 Forced Disclosure

In the event that a Party (including an employee, officer, agent or contractors of said Party) is ordered to disclose all or any part of the Confidential Information under the terms of a valid and effective order issued by a court of competent jurisdiction or by a Governmental Authority, such Party agrees to: (i) immediately notify the other Party of the existence, terms and circumstances surrounding such a request; (ii) consult with the other Party on the advisability of taking legally available steps to resist or narrow such request; and (iii) if disclosure of such Confidential Information is required, exercise commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed Confidential Information which the other Party so designates.

9. DURATION AND TERMINATION

9.1 Duration of the contract

This MSA shall remain in force as long as the Customer is using Software Products or Services.

The duration of the Customer’s subscription to a particular Software Product or Service is determined by the Schedule. Absent any determination in the Schedule, Customer’s subscription shall be presumed to be for a fixed term of 12 months.

Except as otherwise set forth in a Schedule, each subscription to a Software Product or Service shall automatically renew for a term of 12 months at the expiration of the current term unless a Party notifies the other Party in writing at least 60 days before renewal.

9.2 Fixed-Term Subscriptions

Insofar as the Customer has purchased a fixed-term subscription, the parties expressly exclude the application of Articles 2125 to 2129 of the Civil Code (or any similar applicable legal provision) and stipulate that the subscription may only be terminated early by the Customer in the event of failure by Local Logic to fulfill its obligations.

9.3 Automatic Termination

Either Party shall have the option to terminate the Agreement immediately, upon giving written notice to the other Party if (a) the other Party becomes or is adjudicated insolvent or bankrupt, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (b) the other Party applies for or consents to the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property or such receiver, trustee or similar officer is appointed without the consent of said Party; or (c) the other Party institutes any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment or debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or any such proceeding is instituted against a Party and is not dismissed within sixty (60) days.

9.4 Termination by Customer

Customer may terminate a Schedule upon giving written notice of such termination if Local Logic:

  1. breaches any material provision of the Agreement and such breach is not cured within 30 days after delivery of a written notice by Customer requiring Local Logic to cure such breach;
  2. breaches its obligations under Section 11, thereby causing material harm to Customer;

9.5 Termination by Local Logic

Local Logic may terminate all outstanding Schedule and the rights granted hereunder without prejudice to enforcement of any other legal right or remedy, immediately upon giving written notice of such termination if:

  1. Customer fails to pay in full any sum owing by it under this Agreement by the due date thereof and such failure continues for a period of 30 days after delivery of a written notice by Local Logic requiring Customer to correct such failure;
  2. Customer or a Customer employee, officer, agent or contractor infringes the Intellectual Property Rights of Local Logic (including by engaging in prohibited use or dissemination of the Software Products, Licensed Content or Licensed Data) or acts in any manner reasonably jeopardizing Local Logic’s Intellectual Property Rights;
  3. Customer breaches its obligations under Section 10, thereby causing material harm to Local Logic;
  4. Customer materially breaches any other provision of this Agreement and such breach is not cured within 30 days of the delivery of a written notice by Local Logic requiring Customer to correct such breach;

9.6 Fees upon Termination

Unless this Agreement is terminated by Customer pursuant to paragraph 12.4, upon termination of this Agreement, all Fees payable during the current Term will become immediately eligible, notwithstanding payment terms set out in the Schedule.

9.7 Data Restitution Upon Termination

Upon termination of this Agreement for any reason:

  1. Local Logic shall certify to Customer in writing that it does not retain any copy of the Customer Data. Local Logic may permanently delete Customer Data thirty (30) days after the termination of this Agreement. Local Logic shall have no obligation to destroy or restrict its use of Analytics Data after the termination of the any Schedule or the Agreement.
  2. The Customer shall certify to Local Logic in writing that it does not retain any copy of the Licensed Data or Licensed Content, except cached content permitted under the Agreement for a maximum period of 30 days.

9.8 Survival

Notwithstanding the termination or expiration of this Agreement for any reason, accrued rights, indemnities and all rights and obligation that by their nature shall survive the termination of the Agreement shall survive any such termination or expiration.

10. WARRANTIES

10.1 Capacity

Each Party represents and warrants to the other that it has the legal capacity to enter into this Agreement and that its execution of this Agreement does not violate or conflict with any other agreements or obligations to which it is a party.

10.2 Limitation of Warranty

Except as expressly provided in this Agreement, Local Logic offers no warranty of any nature regarding the Software Products, the API Services, the Licensed Data, the Licensed Content or the Local Logic Infrastructure. The Software Product, the API Services, the Licensed Data and the Licensed Content are provided to Customer “as is” and “with all faults”. Local Logic offers no warranty with respect to the results obtained by Customer by using the Software Products or the Services. Local Logic disclaims any implied warranty that may otherwise by applicable to any product or service provided to the Customer, including warranties of merchantability, non-infringement or fitness for a particular purpose.

11. LIMITATION OF LIABILITY

11.1 Local Logic’s Obligations

The parties acknowledge that Local Logic’s obligations hereunder are limited to providing software tools and data and does not include any obligation to provide advice or any commitment regarding the results obtained by the Customer by using the products and services provided by Local Logic. The Customer is responsible for ensuring that the Software Product and the Services are adequate for its needs.

11.2 Exclusion of Consequential Damages

Subject to the restrictions of public order provided by law, Local Logic shall not be liable for indirect, consequential, special or punitive damages arising out of Customer’s Use of the Software Product or the provision of Services by Local Logic or from the Customer’s inability to
Use the Software Products or Services, including without limitation, loss of business opportunities, loss of profits, loss of anticipated savings, damages for loss or corruption of data and the cost of substitute goods or services, whether such damages are based on contract, fault, tort, negligence, strict liability or any other legal theory, even if Local Logic has been advised of the possibility of damages.

11.3 Monetary Limitation of Liability

Subject to the restriction of public order provided by applicable law which cannot be excluded contractually, and except with respect to Local Logic’s indemnification obligation set forth at Section 15, Local Logic’s liability and/or responsibility toward Customer under each Agreement and related to the Software Product, the Services, the Licensed Data, the Licensed Content or the Local Logic Infrastructure shall be strictly limited to the Fees paid by Customer to Local Logic during the 12-month period immediately preceding the occurrence giving rise to liability.

12. INDEMNIFICATION

12.1 By the Customer

The Customer agrees to indemnify, defend and hold harmless Local Logic and its directors, officers, employees, shareholders, consultants and Affiliates (collectively the “Local Logic Indemnitees”) from and against any and all third party claims brought against any of the Local Logic Indemnitees (including, without limitation, any direct or indirect costs, losses, liabilities, fines, judgments, costs, interest, penalties or expenses, including reasonable disbursements and fees of their legal counsel, which they may incur as a result of any such claims) arising from:

  1. Its Use of the Software Products, API Services or Licensed Data in violation of the Agreement between Customer and Local Logic;
  2. The violation of a Third-Party License by the Customer;
  3. Customer’s breach of its obligations to End-Users;
  4. Customer’s beach of Privacy Laws;
  5. gross negligence or intentional acts of a member of the Customer’s personnel.

12.2 By Local Logic

Local Logic agrees to indemnify, defend and hold harmless the Customer and its directors, officers, employees and shareholders (collectively the “Customer Indemnitees”) from and against any third party claims brought against any of the Customer Indemnitees (including, without limitation, any direct or indirect costs, losses, liabilities, fines, judgments, costs, interest, penalties or expenses, including reasonable disbursements and fees of their legal counsel, which they may incur) arising from gross negligence or intentional acts of a member of Local Logic’s personnel.

12.3 Preventative measures

If Local Logic determines or reasonably suspects that a Software Product or the Services may infringe the Intellectual Property Rights of a third party, Local Logic may, at its option: (a) procure the right to continue to provide the potentially infringing item to the Customer, (b) replace any potentially infringing item with another non-infringing functionally equivalent item, or (c) immediately suspend the Customer’s access to any potentially infringing item and reimburse the Customer for the Fees paid in advance associated with such item. If the infringing item constitutes, in the Customer’s reasonable opinion, an essential portion of the Services, the Customer shall be entitled to terminate the Agreement without liability or penalty.

12.4 Conditions

In order to benefit from the provisions of this Section 15, the Party seeking indemnification must promptly notify the indemnifying Party in writing no later than ten (10) days after the indemnifying Party becomes aware of a claim or reasonably should become aware of a claim. The indemnifying Party shall then be at liberty to conduct the defense of such claim and to retain counsel reasonably acceptable to all parties, but shall not settle or make any admission of liability without the consent of the indemnified Party, who shall not unreasonably withhold consent.

13. FORCE MAJEURE

Except for the obligation to pay money, any delay or failure of either Party to perform its obligations under this Agreement shall be excused if, and to the extent, that the delay or failure is caused by an event or occurrence beyond the reasonable control of the Party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, action by any Governmental Authority (whether valid or invalid), fires, flood, wind storms, explosions, riots, natural disasters, wars, terrorist acts, sabotage, labour problems (including lock-outs, strikes and slow downs, except for any labour problems of the Party claiming a force majeure event), or court order or injunction; provided that written notice of delay (including anticipated duration of the delay) shall be given by the affected Party to the other Party within five (5) days of the affected Party first becoming aware of such event. The Party not affected by a force majeure event may terminate this Agreement if the delay or failure causes said Party substantial harm.

14. GENERAL PROVISIONS

14.1 Assignment

Local Logic may assign or otherwise transfer its rights and obligations under this Agreement without Customer’s prior consent in the context of the sale of the totality of a portion of its assets, provided that such assignment does not diminish Customer’s rights hereunder. Customer may not assign or otherwise transfer its rights and obligations under this Agreement without Local Logic’s prior consent.

14.2 Successors and Assigns

All references to the parties mentioned under this Agreement are deemed to also include, if applicable, a reference to their successors and respective permitted assigns. These provisions shall be binding and shall also benefit these successors and assigns. Other than as expressly stated in the Agreement no Person shall be deemed a third-party beneficiary of this Agreement, including End-Users.

14.3 Amendment

This Agreement cannot be amended, modified, replaced, canceled, renewed or extended, and its provisions may only be subject to a waiver of their performance by a written document signed by all the Parties hereof, or in the case of a waiver to exercise any of its provisions, by the waiving Party. Any Party’s failing or neglecting to require the performance of any provision hereof at any time shall not affect their right to demand performance at a later time.

14.4 Cumulative Remedies

Any rights, remedies and any repairs enforceable by Local Logic under this Agreement are cumulative and may be exercised simultaneously or separately.

14.5 Invalidity of Provisions

To the extent possible, each provision of this Agreement must be interpreted so as to be enforceable and valid under applicable law, but in the event that any of its provisions is deemed invalid, illegal or unenforceable for any reason whatsoever under the applicable law or regulation in any jurisdiction, this invalidity, illegality or unenforceability shall not affect the validity of the other provisions of this Agreement.

14.6 Applicable Law and Jurisdiction

Except as otherwise stated in a Schedule, (a) this Agreement is subject to the laws in force in the province of Quebec and the laws of Canada applicable therein and (b) the parties agree to submit any dispute concerning this Agreement to the exclusive jurisdiction of the courts sitting in the judicial district of Montreal, province of Quebec.

14.7 Entire Agreement

This Agreement cancels and replaces any previous agreements between Local Logic and Customer concerning the Software Products or Services including any previous oral or written services offers, orders and agreements. Customer acknowledges and declares that other than as set out in this Agreement, it is not relying on any representations from Local Logic or any other Person regarding the performance or features of the Services.

14.8 Counterparts

This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, and all of which will together constitute one and the same agreement and will become effective when signed by the Parties and delivered to the other Party in person or by other reliable electronic means. The Parties agree that this Agreement, once validly executed, may be stored by electronic means and that either an original or an electronically stored copy of this Agreement can be used for all purposes, including in any proceeding to enforce the rights and obligations of the Parties to this Agreement.

Addendum A– DEFINITIONS

“Analytics Data” means usage data, navigation data, metadata and other non-personally identifiable data generated by Local Logic about (a) Customer’s and End-Users’ Use of the Services and (b) End-Users use of the Customer web properties incorporating or relying on the Services;

“API Services” means Customer’s access to one or several API(s) and Customer’s Use of the processing capabilities of the Local Logic Infrastructure through one or several API(s).

API” means an application programming interface allowing Customer to connect to the Local Logic Infrastructure for the purpose of accessing Licensed Data and Licensed Content and processing data retrieval queries.

Authorized Territory” means the jurisdictions or territories set forth in the Schedule in which the Customer is authorized to Use a Software Product and/or Service.

Confidential Information” means all information which is proprietary or confidential to either Party and that is not generally known to third parties, that is disclosed or otherwise brought to the attention or knowledge of the other Party whether in oral, written, electronic or any other form, which is designated as being confidential or proprietary or which, by reason of its nature or the circumstances of its disclosure, should be reasonably considered and treated as confidential including, without limitation, the terms and conditions of the Agreement, Customer Data, Analytics Data, Personal Data, Licensed Data details of technological infrastructure, customer lists, product development information and security measures.

Customer Data” means collectively any data, files, documentation or other information: (i) that Customer may upload to the Local Logic Infrastructure when using the Services, (ii) that Customer may provide to Local Logic to facilitate the Services or (iii) only to the extent such data identifies the Customer, any data derived or obtained from the transformation such data or information submitted by the Customer through the Services.

Customer Infrastructure” means the servers and such devices, applications and peripherals, including all computer hardware, software, network components, and electrical and telecommunications infrastructure operated or controlled by Customer, either itself or through a service provider.

Documentation” means the human-readable documents, user manuals and guides with respect to the operation, Use and functions of the Software Products and Services, which may be amended or updated by Local Logic from time to time.

End User” means a Person accessing Customer’s web properties, including features provided by Software Products or Services.

Fees” means the Fees payable by Customer in consideration of the Services, as set out in all relevant Schedules.

Governmental Authority” means any domestic, foreign or supranational government, whether federal, provincial, state, territorial or municipal; and any governmental agency, ministry, department, tribunal, commission, bureau, board or other instrumentality, including international institutions, exercising or purporting to exercise legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

Intellectual Property Rights” means: (a) any and all proprietary rights anywhere in the world provided under: (i) patent law; (ii) copyright law, including moral rights; (iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor chip or mask work law; (vi) trade secret law; or (vii) any other statutory provision or common law principle applicable to this Agreement which may provide a right in either: (A) intellectual property; or (B) the expression or use of intellectual property; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.

Licensed Content” means all information understandable by humans (text, sounds, images, videos, three-dimensional models, etc.) made available to Customer or End-Users through the Services or the Local Logic Products which is intended for public display or dissemination.

Licensed Data” means any information or data elements provided by Local Logic through the API Services or Software Products or otherwise provided to Customer pursuant to or in connection with the Services which is not intended for display or dissemination.

Local Logic Infrastructure” means the servers and such devices, applications and peripherals, including all computer hardware, software, network components, and electrical and telecommunications infrastructure operated or controlled by Local Logic, either itself or through a service provider.

Login Credentials” means a security mechanism by which the Customer identifies itself to connect to the Local Logic Infrastructure and gains access thereto, which security mechanism may include user identification, passwords, digital certificates or any other similar process mechanism for authentication and recognition as determined by Local Logic from time to time.

Objectionable Content” means content that infringes any applicable laws or third-party rights, and content which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous, misleading, deceptive or in breach of any Person’s Intellectual Property Rights.

Party” means either Local Logic or Customer; and “Parties” means both of them.

Personal Data” means information about an identifiable individual or any information or piece of data designated as “personal information” or “personal data” under applicable Privacy Laws.

Privacy Laws” means all applicable worldwide legislation and regulations relating to data protection and privacy which applies to each Party, as amended, replaced or repealed from time to time, including without limitation the Personal Information Protection and Electronic Documents Act (PIPEDA), the Personal Information Protection Act (Quebec), the General Data Protection Regulation, the UK General Data Protection Regulation, the California Consumer Privacy Act of 2018.

Restricted Data” means Licensed Data which may not be used for any purpose other than the operation or configuration of the Software Products, API Services or applicable Third-Party Product, such as boundary polygons data and other data identified as restricted in a Schedule.

SDK” means a software development kit provided by Local Logic to the Customer to allow Customer to develop web applications connecting to the APIs or the Local Logic Infrastructure.

Services” means any and all services provided by Local Logic to Customer, including API Services, the licensing of Software Products or making Licensed Data or Licensed Content available to the Customer.

Software Product” means any product consisting of computer code to be embedded into Customer’s web properties, including scripts, macros, applications, browser extensions.

Schedule” means the written document, including proposals, order forms, purchase orders, subscription forms, outlining the details of Customer’s subscription to the Services and accepted by Customer and Local Logic. For the avoidance of doubt, a Schedule is subject to Local Logic’s acceptance.

Term” means, with respect to a particular Agreement or subscription, the duration of that Agreement or subscription, as set forth in Schedule, including any renewal, extension or reduction thereof.

Third-Party License” means the contractual terms applicable to Third-Party Products, attached to a Schedule or referenced in a Schedule.

Third-Party Product” means any software, dataset or service offering provided by a Person other than Local Logic and its affiliates, identified as such in a Schedule.

Use” means to activate the processing capabilities of the API Services or Software Product, load, execute, access, employ the Software Product, API Services or Licensed Data or display information resulting from such capabilities.