These are UrbanLogiq’s standard terms and conditions. For any specific terms, please refer to your contract.
These Terms and Conditions (“Terms”, together with an Order Form referencing these Terms, the “Agreement”), are entered into between UrbanLogiq Software, Inc., a CITY OF INCORPORATION corporation (“UrbanLogiq”), and the customer identified on the Order Form (“Customer”), and are effective as of the date that the Order Form is executed by both parties (the “Effective Date”).
Capitalized terms will have the meanings set forth in this Section 1, or in the section in which they are first used.
1.1 “Authorized User” means each of Customer’s employees, agents, and independent contractors who are authorized to access the UrbanLogiq Solution under this Agreement.
1.2 “Customer Content” means any content, data and information provided to UrbanLogiq by or on behalf of Customer or its Authorized Users for use with the Services, including, without limitation, any Third Party Provider Data. Customer Content does not include Licensed Material or Resultant Data.
1.3 “Documentation” means the materials describing the use and operation of the UrbanLogiq Solution that are made available to Customer as written technical briefs on any web page as UrbanLogiq may designate to Customer from time to time.
1.4 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
1.5 “Licensed Material” means reports, results, materials and documentation made available to Customer as part of the Services. Licensed Material does not include the UrbanLogiq Solution or any component thereof.
1.6 “Third Party Data Provider” means a company that is required to provide transportation or economic development-related data and information to Customer (or its third party designees) by contract, permit or other applicable ordinance, regulation or law.
1.7 “Third-Party Provider Data” means any data or other information made available to UrbanLogiq by a Third Party Data Provider at the direction, or for the specific benefit, of the Customer, even if UrbanLogiq’s receipt of such information is governed by its own agreement with the Third Party Provider.
1.8 “Order Form” means an order form signed by both parties that references this Agreement.
1.9 “Professional Services” means professional services provided by UrbanLogiq to Customer as described in any Order Form (as may be further described in any statement of work).
1.10 “UrbanLogiq Solution” means the UrbanLogiq software-as-a-service application identified in any Order Form that allows Authorized Users to access certain features and functions through a web interface.
1.11 “Resultant Data” means statistics, data, insights, observations, analyses, ideas and other information that does not identify any natural person and is derived from the categorization, modeling or other processing of one (or more) data set(s), including, without limitation, data sets that include Customer Content and data of UrbanLogiq’s other customers.
1.12 “Services” means any services provided by UrbanLogiq to Customer under this Agreement as described in an Order Form, including, but not limited to, provision of the UrbanLogiq Solution and Professional Services.
2. Provision of Services
2.1 Access. Subject to Customer’s payment of the fees set forth in the Order Form (“Fees”), UrbanLogiq will provide Customer with access to the UrbanLogiq Solution during the Term (as defined below). Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the UrbanLogiq Solution, and notify UrbanLogiq promptly of any such unauthorized use known to Customer.
2.2 Support Services. Subject to the terms and conditions of this Agreement, UrbanLogiq will exercise commercially reasonable efforts to (a) provide support for the use of the UrbanLogiq Solution to Customer, (b) keep the UrbanLogiq Solution operational and available to Customer, in each case in accordance with its standard policies and procedures, and (c) provide the Service in accordance with the Service Level Terms set out in Exhibit A.
2.3 Hosting. UrbanLogiq will, at its own expense, provide for the hosting of the UrbanLogiq Solution, provided that nothing herein will be construed to require UrbanLogiq to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the UrbanLogiq Solution from the Internet.
3. Intellectual Property
3.1 License Grant. Subject to the terms and conditions of this Agreement, UrbanLogiq grants to Customer a non-exclusive, non-transferable (except as permitted under Section 13.6) license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the UrbanLogiq Solution and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the UrbanLogiq Solution. Customer may permit any Authorized Users to access and use the features and functions of the UrbanLogiq Solution as contemplated by this Agreement, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.
3.2 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the UrbanLogiq Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the UrbanLogiq Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the UrbanLogiq Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) or nonpublic APIs of the UrbanLogiq Solution, except as permitted by law; (e) interfere in any manner with the operation of the UrbanLogiq Solution or the hardware and network used to operate the UrbanLogiq Solution; (f) modify, copy or make derivative works based on any part of the UrbanLogiq Solution or Documentation; (g) access or use the UrbanLogiq Solution to build a similar or competitive product or service; (h) attempt to access the UrbanLogiq Solution through any unapproved interface; or (i) otherwise use the UrbanLogiq Solution, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer acknowledges and agrees that the UrbanLogiq Solution will not be used, and is not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of UrbanLogiq or its licensors on the Licensed Material or any copies thereof.
3.3 Ownership. As between the parties, the Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to UrbanLogiq in this Agreement are reserved by Customer. As between the parties, the UrbanLogiq Solution, Licensed Materials, Documentation and Resultant Data, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of UrbanLogiq and its suppliers. All rights in and to the UrbanLogiq Solution, Licensed Materials, Documentation and Resultant Data not expressly granted to Customer in this Agreement are reserved by UrbanLogiq and its suppliers.
3.4 License to Licensed Material. Subject to the terms and conditions of this Agreement, UrbanLogiq grants Customer a non-exclusive, non-transferable (except as permitted under Section 13.6), non-sublicensable, royalty-free and fully-paid license to use Licensed Material solely for Customer’s internal business purposes and, where Customer is a governmental body, to publicly display the Licensed Material as reasonably necessary to exercise its official authority or fulfill its legal obligations, including, without limitation, to solicit public comment on information contained in Licensed Material.
3.5 License to Customer Data; Resultant Data. Customer grants UrbanLogiq a non-exclusive, worldwide, non-transferable (except as permitted under Section 13.6), non-sublicensable (except to permitted subcontractors under Section 13.10), royalty-free and fully paid license to (a) use the Customer trademarks, service marks, and logos as required to provide the Services; (b) to use, host, store, create derivative works from, communicate, distribute and publicly display the Customer Content as required to perform the Services and improve the UrbanLogiq Solution; and (c) analyze the Customer Content, combine Customer Content with other data and create Resultant Data, including, without limitation, utilizing machine learning applications and other analytical methods. Customer acknowledges that the value of the UrbanLogiq Solution to Customer and UrbanLogiq’s ability to provide it in accordance with this Agreement are contingent on UrbanLogiq’s ability to operate and improve the UrbanLogiq Solution based on what it learns from the Resultant Data generated in the course of delivering the UrbanLogiq Solution to all UrbanLogiq customers.
3.6 Open Source. Certain items of software may be provided to Customer with the UrbanLogiq Solution and certain Licensed Materials are subject to “open source” or “free software” licenses (“Open Source Material”). Some of the Open Source Material is owned by third parties. Open Source Materials are not subject to the terms and conditions of Sections 3.1 or 10. Instead, each item of Open Source Materials is licensed under the terms of the end-user license that accompanies such Open Source Materials. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Materials. If required by any license for particular Open Source Materials, UrbanLogiq makes such Open Source Materials, and UrbanLogiq’s modifications to that Open Source Materials, available by written request at the notice address specified below.
3.7 Third Party Products. Certain features and functionality of the Services may rely on third party data, software, or applications (“Third Party Products”). Such Third-Party Products may be subject to their own terms and conditions, which will be identified to the Customer in writing before they are incorporated into the Services. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products or utilize any features or functionality of the Services that incorporate them.
3.8 Feedback. Customer hereby grants to UrbanLogiq a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. UrbanLogiq will not identify Customer as the source of any such feedback.
4. Fees and Expenses; payments
4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by UrbanLogiq under this Agreement, Customer will pay to UrbanLogiq the Fees. Except as otherwise provided in the Order Form, all Fees are billed at the end of the month due and payable within thirty (30) days of the date of the invoice. Customer will reimburse UrbanLogiq for documented expenses that are expressly provided for in an Order Form or SOW (defined below) or that have been approved in advance in writing by Customer. UrbanLogiq reserves the right (in addition to any other rights or remedies UrbanLogiq may have) to discontinue the UrbanLogiq Solution and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. If Customer believes that Company has billed Customer incorrectly, Customer must contact UrbanLogiq no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.2 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on UrbanLogiq’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the UrbanLogiq Solution to Customer. Customer will make all payments of Fees to UrbanLogiq free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to UrbanLogiq will be Customer’s sole responsibility, and Customer will provide UrbanLogiq with official receipts issued by the appropriate taxing authority, or such other evidence as the UrbanLogiq may reasonably request, to establish that such taxes have been paid.
4.3 Interest. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
5. Customer Content and Responsibilities
5.1 Licenses; Customer Content. Customer will obtain all third party licenses, consents and permissions needed for UrbanLogiq to use the Customer Content to provide the Services and exercise its rights under this Agreement. Customer is solely responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Content.
5.2 Customer Warranty. Customer represents and warrants that the Customer Content and its use by UrbanLogiq in accordance with this Agreement will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage UrbanLogiq’s system or data; and (e) otherwise violate the rights of a third party or applicable law.
5.3 Back-ups; Security. Customer will have the ability to export Customer Content out of the UrbanLogiq Solution for the Term of the relevant Order Form and thereafter in accordance with Section 11.4. Customer acknowledges that the UrbanLogiq Solution is not intended to serve as its data retention repository and that Customer is solely responsible for creating its own backup copies of any Customer Content at Customer’s sole cost and expense. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content by Customer and the security of all usernames, passwords, API keys and other credentials required to access the UrbanLogiq Solution. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords. If any Authorized User who has access to the UrbanLogiq Solution is no longer an employee of or engaged by Customer, then Customer will immediately delete such access and otherwise terminate such Authorized User’s access to the UrbanLogiq Solution.
5.4 Third Party Provider Cooperation. Customer acknowledges that the performance of the Services (and value of the Services to Customer) may depend on UrbanLogiq’s receipt of data or other information or cooperation from one or more Mobility or other Third Party Providers. Therefore, Customer shall be responsible for taking all actions reasonably required to ensure such Third Party Providers provide such data, information or cooperation to UrbanLogiq as is reasonably required for UrbanLogiq to perform the Services, including, without limitation, requiring such Third Party Providers to make available to UrbanLogiq any and all data and information to which Customer is entitled in accordance with UrbanLogiq’s then applicable data specifications, and without requiring UrbanLogiq to pay any additional consideration to, or sign any agreement with, the Third Party Provider that would interfere with the provision of services or grant of licenses under this agreement. Customer acknowledges and agrees that (a) UrbanLogiq shall have no liability for a Third Party’ Provider’s failure to provide such data, information or cooperation or other action or omission and (b) a Third Party Provider shall in no event be construed as a UrbanLogiq supplier, contractor or agent even if UrbanLogiq enters into a license or other agreement with such Third Party Provider to obtain data or information in furtherance of the Services.
6. Professional Services
6.1 Where the parties have agreed to UrbanLogiq’s provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a statement of work signed by both parties (“SOW”). The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement. Customer may use anything delivered as part of the Professional Services in support of authorized use of the Services and subject to the terms regarding Customer’s rights to use the Service set forth in this Agreement and the applicable SOW, but UrbanLogiq will retain all right, title and interest in and to any such work product, code or deliverables and any derivative, enhancement or modification thereof created by UrbanLogiq as part of the Professional Services.
6.2 Freedom of Information Requests. UrbanLogiq will cooperate with Customer’s requests to provide information that Customer requires to comply with its legal obligations under applicable freedom of information laws, provided that to the extent such cooperation exceeds the scope of Services specified in an Order Form, UrbanLogiq will provide such cooperation as Professional Services pursuant to an SOW.
7. Warranties and Disclaimers
7.1 Limited Warranty. UrbanLogiq represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner and in substantial conformity with the Documentation. UrbanLogiq’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for UrbanLogiq to use commercially reasonable efforts to correct the reported non-conformity, or if UrbanLogiq determines such remedy to be impracticable, either party may terminate the portion of the Services affected by the breach of warranty and Customer will receive as its sole remedy a refund of any Fees Customer has pre-paid for use of such Services for the terminated portion of the applicable Term. The limited warranty set forth in this Section 7.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by use not in accordance with the Documentation, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.
7.2 Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED “AS IS,” AND NEITHER URBANLOGIQ NOR ITS SUPPLIERS MAKES (AND SUCH PARTIES HEREBY DISCLAIM) ANY OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NO INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. URBANLOGIQ DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE URBANLOGIQ SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. URBANLOGIQ SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF URBANLOGIQ OR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY OR RELIABILITY OF MOBILITY OR OTHER THIRD PARTY PROVIDER DATA.
8. Limitation of Liability
8.1 Types of Damages. EXCEPT WITH RESPECT TO A PARTY’S LIABILITY UNDER SECTION 10, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
8.2 Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO URBANLOGIQ DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL URBANLOGIQ’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.
8.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
8.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
9.1 Confidential Information. “Confidential Information” means any code, inventions, analysis methods and products, know-how, business, technical and financial information, and any other nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that it discloses to the other party (the “Receiving Party”) and identifies as “confidential” or with a similar legend at the time of such disclosure or that the Receiving Party knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation and all enhancements and improvements thereto will be considered Confidential Information of UrbanLogiq.
9.2 Protection of Confidential Information. Except as expressly authorized herein, the Receiving Party will (a) hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for any purpose other than fulfilling its obligations, and exercising its rights, under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to personnel and contractors who have a need to know such information for the purpose of the performance of the Receiving Party’s obligations or exercising its rights under this Agreement, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
9.3 Exceptions. The confidentiality obligations set forth in Section 9.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information (i) to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law (including, without limitation, freedom of information laws) or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure to the extent permitted by law, cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order, discloses no more information that is legally required, and in the case of disclosure required by freedom of information laws, Customer agrees to afford all confidentiality protections available under applicable law to such Confidential Information of UrbanLogiq prior to disclosing it pursuant to such laws, including, without limitation, by providing UrbanLogiq notice of freedom of information requests for such Confidential Information, the opportunity to object to Customer’s disclosure thereof, and notice of Customer’s disclosure determinations; and (ii) to its attorneys, accountants, professional advisors, and actual or potential lenders, investors or acquirers so long as such parties are bound by confidentiality obligations no less restrictive than those set forth herein.
10.1 By UrbanLogiq. UrbanLogiq will defend at its expense any claim brought against Customer insofar as such claim is based on a claim by any third party alleging that the UrbanLogiq Solution infringes such third party’s patent, copyright or trademark rights under applicable laws of any jurisdiction within Canada and the United States of America, and will indemnify and hold harmless Customer from and against any damages, expenses and costs finally awarded against Customer or agreed in settlement by UrbanLogiq (including reasonable attorneys’ fees and costs) resulting from such claim. If any portion of the UrbanLogiq Solution becomes, or in UrbanLogiq’s opinion is likely to become, the subject of a claim of infringement, UrbanLogiq may, at UrbanLogiq’s option: (a) procure for Customer the right to continue using the UrbanLogiq Solution; (b) replace the UrbanLogiq Solution with non-infringing software or services which do not materially impair the functionality of the UrbanLogiq Solution; (c) modify the UrbanLogiq Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the UrbanLogiq Solution and Documentation. Notwithstanding the foregoing, UrbanLogiq will have no obligation under this Section 10.1 or otherwise with respect to any infringement claim based upon (i) any use of the UrbanLogiq Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the UrbanLogiq Solution in combination with other products, equipment, software or data not supplied by UrbanLogiq; (iii) any modification of the UrbanLogiq Solution by any person other than UrbanLogiq or its authorized agents; or (iv) Customer’s settlement or admission with respect to any claim without UrbanLogiq’s prior written consent (each an “Exclusion”). This Section 10.1 states the sole and exclusive remedy of Customer and the entire liability of UrbanLogiq, or any of its officers, directors, employees, shareholders, contractors, suppliers or representatives, for infringement claims and actions.
10.2 By Customer. Customer will defend at its expense any claim brought against UrbanLogiq insofar as such claim is based on a claim by any third party arising from or relating to the Customer Data, the breach or alleged breach by Customer of Section 5.2 (Customer Warranties), or any Exclusion, and Customer will indemnify and hold harmless Customer from and against any damages, expenses and costs finally awarded against Customer or agreed in settlement by Customer (including reasonable attorneys’ fees and costs) resulting from such claim.
10.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
11. Term And Termination
11.1 Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and continue in full force and effect for the time period specified therein, unless earlier terminated in accordance with the Agreement. Thereafter, the Order Form will automatically renew for additional terms of one (1) year unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current term.
11.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
11.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to delete or return all Confidential Information of the other party, as set forth in the Section 9; provided that, for clarity, UrbanLogiq is not obligated to delete or return Resultant Data; and (c) any amounts owed to UrbanLogiq under this Agreement will become immediately due and payable. Sections 1, 3.3-3.8, 4, 5.3, 5.4, 7.2, 8, 9, 10, 11.3, 11.4, 12 and 13 will survive expiration or termination of this Agreement for any reason.
11.4 Data Extraction. For sixty (60) days after the end of the Term, as applicable, UrbanLogiq will make Customer Content and Licensed Materials available to Customer through the UrbanLogiq Solution on a limited basis solely for purposes of Customer retrieving such Customer Content and Licensed Materials, except to the extent UrbanLogiq has instructed Customer to delete it. After such period, UrbanLogiq may destroy all copies of Customer Content and Licensed Materials in its possession.
Customer agrees to use of Customer’s name and logo on UrbanLogiq’s web site and in UrbanLogiq promotional materials. Customer agrees that UrbanLogiq may disclose Customer as a customer of UrbanLogiq.
This Agreement and any action related thereto shall be governed and interpreted by the laws of the Province of British Columbia without reference to any conflict of laws provision and the parties hereto irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.
This Agreement will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the courts of British Columbia, Canada for any lawsuit filed there against Customer by UrbanLogiq arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
13.2 Export. Customer agrees not to export, report, or transfer, directly or indirectly, any U.S. or Canadian technical data acquired from UrbanLogiq, or any products utilizing such data, in violation of the United States or Canadian export laws or regulations.
13.3 Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States or Canadian Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulations. All Services were developed fully at private expense. All other use is prohibited.
13.4 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
13.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.6 No Assignment. Except as provided in Section 13.10, either party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted such assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
13.7 Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Licensed Material and Documentation.
13.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) or failure to perform such duties or obligations will not be considered a breach of this Agreement if such delay or failure is caused by a labor dispute, shortage of materials, fire, earthquake, flood, denial of service or other cyber-attack, diminishment of telecommunications or data networks or services, refusal of a license by a government agency or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
13.9 Independent Contractors. Customer’s relationship to UrbanLogiq is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of UrbanLogiq.
13.10 Subcontractors. UrbanLogiq may use the services of subcontractors and permit them to exercise the rights granted to UrbanLogiq in order to provide the Services under this Agreement, provided that UrbanLogiq remains responsible for (a) compliance of any such subcontractor with the terms of this Agreement and (b) for the overall performance of the Services as required under this Agreement.
13.11 Notices. All notices required or permitted under this agreement must be delivered in writing, if to UrbanLogiq, by emailing email@example.com and if to Customer by emailing the Customer Point of Contact email address listed on the Cover Page, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
13.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
13.13 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the UrbanLogiq.
The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer’s sole and exclusive remedy, and Company’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
Any questions about these Terms and Conditions should be addressed to firstname.lastname@example.org
or by mail at:
700 West Pender Street