Master Services Agreement

This Master Services Agreement (“MSA”) is dated December 16, 2022 (the “Effective Date”), and is between Ask Iggy, Inc., a Delaware corporation doing business as “Iggy” (“Company”), and the other party named on the signature page to this MSA (“Customer”). This MSA sets forth the general terms and conditions under which Customer may periodically engage Company to provide the Services (defined below) pursuant to one or more Statements of Work that will be entered into between Company and Customer (each, a “SOW”), the first of which is attached hereto as Exhibit A, and includes and incorporates the Iggy Privacy Policy.

Introduction to Iggy

Iggy enables its customers to build data products with geospatial data using the Platform and Iggy’s proprietary datasets. Customers may contract to use Iggy’s Datasets, which are preexisting and available to be licensed by any customer, or to create customized output through the use of Iggy’s proprietary tools and technology.

Definitions

  1. Algorithm” the set of parameters or functions by which Customer Data, Iggy Datasets, or a combination thereof is manipulated to create a Data Product.
  2. Compute Services” means the Iggy tools and technology necessary to create custom output. “Customer Data” means all Customer information and materials provided or transmitted by or on behalf of Customer to Company, including data provided by the Customer and used in the Platform under this MSA and any resultant Data Product.
  3. Data Product” means the output generated by Customer Data being manipulated and created through the application of an Algorithm on the Platform, either alone or in combination with Iggy Datasets.
  4. Dataset Services” means a license to use an Iggy Dataset, which includes data access and transformation tools, compute services, and related support and which is detailed on the applicable SOW. For avoidance of doubt, Dataset Services do not include any customization.
  5. Documentation” means Iggy’s technical documentation and usage guides for the Services as made available at https://docs.askiggy.com/ or through the Services.
  6. Iggy Dataset” means each dataset created and owned exclusively by Iggy that may be licensed to Customer hereunder.
  7. Platform” means Iggy’s technology and tools through which Customer can manipulate its Customer Data, or an Iggy Dataset, or a combination thereof by applying an Algorithm to create a derived Data Product, including the code, functions, or tools of the Platform by which the Customer Data is manipulated.
  8. Privacy Policy” means Iggy’s Privacy Policy made available at https://www.askiggy.com/privacy, which constitutes an integral part of this MSA.
  9. Services” means the Compute Services, Dataset Services, the Platform, Algorithms, and/or any related professional services as contracted for and described in detail on the applicable SOW.

Services; License; Restrictions

  1. Services and SOWs. Subject to the terms of this MSA, Customer may access and use the Services during the Term in accordance with the applicable SOW and Documentation. Each SOW will (a) be signed by the parties; (b) incorporate by reference this MSA; and (c) state the pertinent business parameters for each project, including, but not limited to, pricing, payment, expense reimbursement, and a detailed description of the Services to be provided.
  2. Timeliness. Company shall not be responsible and shall not be in breach of this MSA or any SOW for failing to meet any deadlines set forth in a SOW as a result of Customer’s failure to provide information, instructions, or appropriate access required by Company to provide the Services.
  3. License to Iggy Datasets. To the extent Customer’s Services include access to or use of an Iggy Dataset, Iggy grants Customer a non-exclusive, non-transferable, and non-sublicensable right and license to use the object code form of such Iggy Dataset during the Term and in accordance with the applicable SOW.
  4. Restrictions. Customer will not (and will not permit any third party to): (a) sell, rent, assign, sublicense, or distribute the Services or any Iggy Dataset, or provide access to the Services or any Iggy Dataset to any third party; (b) modify, copy, translate, or create derivative works of, the Services; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain or derive the source code or non-public APIs or algorithms of the Platform or any Iggy Dataset; (d) use any of Services to store or transmit malicious or disruptive code; (e) attempt to interfere with or disrupt the integrity or performance of the Services, or to gain unauthorized access to the Services; (f) exceed the scope of the licenses granted in any SOW; (g) remove or obscure any copyright labels or proprietary notices contained in the Services; (h) use the Services in violation of applicable law or any third party intellectual property right; and/or (i) use the Services to benchmark the Services or to build similar or competitive products or services.

Ownership; Customer Data; Restrictions

  1. Company Ownership. As between the parties, Company exclusively owns and reserves all right, title, and interest in and to the Services, the Platform, the Algorithms, the Documentation, the Iggy Datasets, Company’s Confidential Information (as defined in Section 5(a)), and any feedback, improvements, or suggestions Company may make to its Services, Platform, Documentation, Iggy Datasets, or other proprietary offerings or any of its internal processes as a result of any SOW.
  2. Customer Ownership. As between the parties, Customer exclusively owns and reserve all right, title, and interest in and to Customer’s Confidential Information, the Customer Data (subject to Iggy’s right in Section 3(e) to process Customer Data in order to provide the Services under this MSA), and the Data Product; provided, however, that the Data Product may not be sold, rented, sublicensed, or distributed by Customer to any third party and may only be assigned to a third-party as permitted under Section 16 hereof. For avoidance of doubt, Data Products are for Customer’s internal use only.
  3. License. Other than the license set forth in Section 2(c) hereof, no other grants of licenses or rights to Customer will be implied from the provisions stated in this MSA. Customer shall not remove, and will reproduce, Company’s intellectual property notices contained in the Services. Customer shall not reverse engineer, decompile, or otherwise attempt to derive source code from any portions of the Services delivered in object code form.
  4. Reservation of Rights. Company reserves all rights not expressly granted to Customer in this MSA. Except as expressly stated, nothing herein shall be construed to (1) directly or indirectly grant to a receiving party any title to or ownership of a providing party’s intellectual property rights in Services or materials furnished by such providing party hereunder, or (2) preclude such providing party from developing, marketing, using, licensing, modifying, or otherwise freely exploiting services or materials that are similar to or related to the Services or materials provided hereunder.
  5. License to Customer Data. Customer grants to Company a nonexclusive, nontransferable, worldwide paid-up license to make, use, modify, reproduce, and prepare derivative works of Customer Data solely for the purpose of performing Services, with no right to grant sublicenses.
  6. Feedback. Company may freely use and incorporate into Company’s products and services any suggestions, corrections, enhancement requests, or other feedback provided to Company by Customer or users of the Services (“Feedback”), provided that Company’s use of such Feedback is anonymized and does not identify Customer or any user in any manner.
  7. Fees. Customer shall pay to Company the fees set forth in each applicable SOW (the “Fees”). All Fees payable to Company under this MSA shall be paid in United States Dollars (or the currency identified in the applicable SOW) and shall be due Net Fifteen (15) days from the date of invoice. All Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges including, without limitation, VAT, GST, or similar withholding taxes or obligations (collectively, “Taxes”). Customer shall be responsible for paying all Taxes associated with the Services (without any offset or deduction to the fees paid to Company) other than taxes based on Company’s net income, and Customer may not reduce the fees payable to Company as a result of Taxes. Unpaid invoices shall accrue interest at the lesser of 3% per month or the highest lawful rate. If all or a portion of any invoice is determined to be incorrect, the parties will promptly investigate and correct or confirm the dispute. Company is not obligated to perform its Services unless Customer is current in payment of all fees and charges set forth in the SOW. Except as otherwise set forth herein, all fees paid in advance by Customer are non-refundable.

Confidentiality

  1. Definition. “Confidential Information” means non-public information that is identified as confidential at the time of disclosure by the Disclosing Party or that should reasonably be understood by the Receiving Party to be confidential due to the nature of the information or the circumstances surrounding its disclosure. Company’s Confidential Information includes, but is not limited to, all non-public information relating to the Services, including Fees identified in any SOW. Customer’s Confidential Information includes Customer Data. Confidential Information does not include information that: (i) is made generally available to the public without breach of this MSA or of any existing confidentiality obligations governing such information; (ii) is developed by the Receiving Party independently from and without reference to the Confidential Information; (iii) is disclosed to the Receiving Party by a third party without restriction; or (iv) was in the Receiving Party’s lawful possession prior to disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party.
  2. Obligations. Each party (the “Receiving Party”) shall protect the Confidential Information of the other party (the “Disclosing Party”) using the same degree of care that it uses to protect the confidentiality of its own confidential information (but not less than reasonable care). The Receiving Party shall (i) not use or disclose any Confidential Information of the Disclosing Party for any purpose except as necessary in performance of its obligations under this MSA or as otherwise authorized by the Disclosing Party in writing, and (ii) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who have a need to know such Confidential Information for purposes consistent with this MSA and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. The Receiving Party’s obligations under this Section 5 shall survive termination and continue for five (5) years from the date of termination of this MSA. All Confidential Information shall remain the property of the Disclosing Party. Upon termination, the Receiving Party shall cease any use of the Disclosing Party’s Confidential Information. Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all documents and tangible materials containing Disclosing Party’s Confidential Information and provide a signed document attesting to such return or destruction. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

Warranties and Disclaimers

  1. Company Warranty. Company shall perform any professional services performed under any SOW in a professional and workmanlike manner in accordance with generally accepted industry standards. Company warrants that the Services will perform, in all material respects, in accordance with the Documentation during the Term. In the event of a breach of this warranty, Company will use commercially reasonable efforts to correct the reported non-conformity, at no additional charge to Customer, or if Company determines such remedy to be impracticable, either party may terminate the applicable SOW and Customer will receive a prorated refund of Fees pre-paid to Company for Customer’s use of the Services for the remainder of the Term. The foregoing remedy shall be Customer’s sole and exclusive remedy for any breach of warranty hereunder.
  2. Exclusions. The warranty in Section 6(a) shall not apply unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the alleged non-conformity. The warranty also does not apply to any unavailability or suspension of the Services arising or resulting from: (i) factors outside of Company’s reasonable control, including any force majeure event, Customer’s Internet access, or other problems beyond the scope of the Services; (ii) any actions or inactions of Customer or any third party not under Company’s direct control; (iii) misuse, unauthorized modification, or Customer or third party equipment, software, services, or technology not within Company’s direct control; or (iv) Company’s suspension or termination of Customer’s right to use the Services in accordance with this MSA.
  3. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6(a), THE SERVICES ARE PROVIDED “AS IS,” AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT AGAINST LOSS OR INACCURACY OF DATA OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
  4. Customer Warranty. Customer warrants that it has all rights, authorizations, and consents necessary under applicable law to permit the collection, transmission, and use of Customer Data as contemplated by this MSA and that such usage complies with all applicable laws.

Indemnification

  1. By Customer. Customer will defend, indemnify, and hold Company harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim brought by a third party alleging that the Customer Data infringes a copyright, trademark, or U.S. patent, misappropriates a trade secret, or violates a privacy right of a third party. 1.By Company. Company will defend, indemnify, and hold Customer harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim brought by a third party alleging that the Services infringes a copyright, trademark, or U.S. patent, or misappropriates a trade secret. Notwithstanding the foregoing, Company will have no obligation with respect to any infringement claim based upon (i) any use of the Services that is not in accordance with this MSA or the corresponding Documentation; (ii) any use of the Services in combination with other products or services not provided by Company if such infringement would not have arisen but for such combination; or (iii) any unauthorized use or modification of the Services. If Customer’s use of the Services is, or in Company’s opinion may become, enjoined as a result of an infringement claim, or if Company determines such actions are reasonably necessary to avoid liability, Company may, at its option and expense, either (1) procure for Customer the right to continue using the Services; (2) replace or modify the Services so that it becomes non-infringing and remains functionally equivalent; or (3) if, despite its commercially reasonable efforts, Company is unable to do either (1) or (2), Company will terminate the rights herein and pay to Customer a prorated refund of Fees pre-paid to Company for the Services for the remainder of the Term. This Section 7(b) states Company’s entire liability, and Customer’s sole and exclusive remedy, for infringement claims and actions.
  2. Procedure. The obligations under this Section 7 are subject to the party seeking indemnity or reimbursement hereunder (the “Indemnified Party”) notifying the other party (the “Indemnifying Party”) promptly in writing of such claim, giving the Indemnifying Party sole control of the defense thereof and any related settlement negotiations, and cooperating and assisting in such defense at the Indemnifying Party’s reasonable request and expense (including reasonable attorneys’ fees). Notwithstanding the foregoing, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if the settlement would require the Indemnified Party to (i) pay any amounts, or (ii) require the Indemnified Party to make an admission of wrongdoing or fault. Nothing in this Section 7 prohibits the Indemnified Party from participating in the defense of any claim at its own expense.

Limitation of Liability

  1. EXCEPT FOR THE “EXCLUDED CLAIMS,” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, OR INTERRUPTION OF BUSINESS, OR THE COST TO PROCURE SUBSTITUTE GOODS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS MSA EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (THE “GENERAL LIABILITY CAP”). FOR THE AVOIDANCE OF DOUBT, THE GENERAL LIABILITY CAP WILL NOT BE DEEMED TO LIMIT CUSTOMER’S OBLIGATION TO PAY FEES TO COMPANY.
  2. EXCLUDED CLAIMS” MEANS (I) A PARTY’S BREACH OF ITS OBLIGATIONS IN SECTION 5 (CONFIDENTIALITY); (II) EITHER PARTY’S OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION); AND/OR (III) INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS MSA FOR THE EXCLUDED CLAIMS EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES IN THE TWENTY-FOUR (24) MONTHS PRECEDING THE CLAIM. NO CAP ON LIABILTY HEREIN SHALL BE DEEMED TO APPLY TO LIABLITY WHICH, BY LAW, CNANOT BE LIMITED.

Term and Termination

  1. Term; Survival. The term of this MSA begins on the Effective Date and will remain in effect for the term set forth in the applicable SOW, unless terminated as provided below (the “Term”). Termination of this MSA or any SOW shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer of its obligation to pay all fees and expenses for all Services performed.
  2. Termination for Breach. Either party may notify the other in writing in case of the other’s alleged breach of a material provision of this MSA or an applicable SOW. The recipient shall have 30 days from the date of receipt of such notice to effect a cure. If the recipient of the notice fails to effect a cure within such period, then the sender of the notice shall have the option of sending a written notice of termination of the applicable SOW(s), or this MSA if the breach affects multiple SOWs, which notice shall take effect upon receipt, completion, and payment for the Services set forth in any SOW(s). Notwithstanding the foregoing, Company may suspend its Services or terminate this MSA if Customer fails to pay an invoice in accordance with the SOW, and if such non-conformance is not cured within 10 days following receipt of notice from Company. Such suspension of Services shall not constitute a breach of this MSA.
  3. Effect of Termination. Upon expiration or termination of this MSA: Customer shall promptly: (1) if available, be downgraded to an unpaid version of the Services, and (2) pay all Fees due for the remainder of the original Term (notwithstanding any early termination permitted hereunder). Any amounts pre-paid through the effective date of termination are final and non-refundable. Sections 1, 2(d), 3(a), 3(h), 5, 7, 8, and 10(d) will survive any termination of this MSA.

Export

The Services and related technology are subject to U.S. export laws and may be subject to export regulations in other countries. Customer agrees not to use or export (directly or indirectly) the Services or related technology in violation of applicable export laws or regulations. Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that has been designated by the U.S. government as a “terrorist supporting” country.

Notices

Any notices permitted or required under this MSA or any SOW must be in writing and shall be deemed given when delivered (a) in person; (b) by overnight courier, upon written confirmation of receipt; (c) by certified or registered mail, with proof of delivery; or (d) by email, with confirmation of receipt. Notices shall be sent to the address or email address set forth on the signature page to this MSA, or at such other address or email address as provided to the other party in writing.

Independent Contractors

The parties shall act as independent contractors for all purposes under this MSA. Nothing contained herein shall be deemed to constitute either party as an agent or representative of the other party, or both parties as joint venturers or partners for any purpose. Neither party shall be responsible for the acts or omissions of the other party, and neither party will have authority to speak for, represent or obligate the other party in any way without the prior written approval of the other party. Company shall determine, and shall be solely responsible for, the method, details, and means of performing its Services. Company may select one or more of its Company-trained subcontractors to assist Company in the performance of its Services (“Subcontractors”) and agrees to (a) impose written obligations consistent with the terms of this MSA on Subcontractors, and (b) require that Subcontractors comply with the terms of this MSA. Company has the sole and exclusive right to supervise and control Subcontractors.

Residual Rights

The terms of confidentiality under this MSA shall not be construed to limit either party’s right to independently develop or acquire products or services without use of the other party’s Confidential Information. Company and its personnel on one hand, and Customer on the other, shall be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as they maintain the confidentiality of the Confidential Information as provided herein. Neither party shall have any obligation to limit or restrict the assignment of persons performing work hereunder. However, the foregoing shall not be deemed to grant to either party a license under the other party’s copyrights, patents or other intellectual property rights.

Governing Law and Venue

This MSA shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of Delaware, without regard to its conflict of laws provisions. The federal courts of the United States in the County of San Francisco, California and the state courts in the County of San Francisco in the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this MSA. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise.

Publicity

Company may use Customer’s name, logos, trademarks, and/or service marks (collectively, the “Marks”) for promotional and marketing purposes; provided, however, that Company will cease usage of such Marks immediately upon request from Customer.

Assignment

Neither party may assign this MSA to a separate legal entity, without the other party’s written consent; provided, however, that such written consent shall not be required if either party assigns this MSA to a separate entity in connection with a merger, acquisition, or sale of all or substantially all of its assets with or to such other separate entity. Notwithstanding the foregoing, Customer shall provide Company notice of any assignment and should Customer’s assignee be a competitor of Company, Company shall have the option to terminate the Agreement with 15 days prior written notice.

Compliance with Laws

The parties agree to comply with all laws applicable to the use of the Services and performance of its obligations under this MSA.

Miscellaneous

This MSA and any SOW(s) entered into hereunder (a) constitute the entire understanding between the parties with respect to the subject matter of this MSA and supersedes all other agreements, whether written or oral, between the parties, and (b) other than amendments, modifications, or supplements to the description of Services in the applicable SOW, may be modified only by a writing signed by both parties. In the event of a conflict between the provisions of this MSA and the specific provisions set forth in a SOW, the provisions of this MSA shall control unless the provisions of the SOW specifically reference the provisions of this MSA that are inconsistent therewith, in which case the SOW shall control for that engagement only. Except for the payment of Fees, neither party shall be liable under this MSA or any SOW because of a failure or delay in performing its obligations hereunder on account of any force majeure event, such as strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action, or any other cause which is beyond the reasonable control of such party. Nothing herein shall limit Company’s right to assign its right to receive and collect payments hereunder. No waiver of satisfaction of a condition or nonperformance of an obligation under this agreement will be effective unless it is in writing and signed by the party granting the waiver. If any part of this MSA or any SOW is held unenforceable, the validity of the remaining provisions shall not be affected.