Alta Bering Management Technology Consultants Ltd.
TERMS AND CONDITIONS

Last Updated: September 9, 2020

These terms and conditions (the "Terms") apply to your supply of, access to, and use of any (a) Content provided through the Website owned and operated by Alta Bering Management Technology Consultants Ltd. ("Alta Bering", "we", "us", "our") , and (b) the services we provide through the Marketplace. By accessing and using Altadata, you acknowledge and agree that you have (x) read and understood these Terms and (y) accept and agree to be bound by these Terms and any and all documents and policies referenced herein (including the Privacy Policy and any applicable Annex), and all applicable laws and regulations. For greater certainty, compliance with all applicable laws and regulations means compliance with all applicable laws and regulations in both a Member's home jurisdiction(s) and any jurisdiction(s) in which Altadata or any Data Product Content is being used or accessed.

PLEASE READ THESE TERMS CAREFULLY, BEFORE USING THE SERVICES, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS, EXCLUSIONS, AND INDEMNITIES. Your use of Altadata is subject to these Terms. If you are not willing to be bound by each and every term and condition, or if any representation made by you herein is not true, you may not use, and must immediately cease accessing, Altadata.

Section 1 - DEFINITIONS

1.1            Definitions

(a)              Account means the account identifying you as a Member, including as may be associated with Subscription Plans and/or Data Partner Plans from time to time.

(b)             Altadata means the services offered by Alta Bering, including, without limitation, the Marketplace, and the Website.

(c)              Analytics Platform (EPO) means an analytics tool that Members can acquire a licence to through the Website if such Members wish to further examine the Datasets that they have access to.

(d)             Annex means an ancillary agreement between a Data Partner and Alta Bering that specifies certain additional terms and conditions with respect to the Data Partner's provision of Data Product Content.

(e)              API designates the interface by which a Subscriber has real-time access to the data made available through the Marketplace.

(f)               Commission means the revenue sharing structure identified in a Data Partner's Annex.

(g)              Content means all materials and content of any type including but not limited to, designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work made available through the Website.

(h)             Data Partner refers to a Member placing a Data Product on the Marketplace.

(i)               Data Partner Dashboard means a web user interface on the Website where a Data Partner can sign-in to browse its Data Products on the Marketplace, manage Data Product Documentation, and browse usage and revenue reports related to its Data Products.

(j)               Data Partner Plan means the price and the use terms we define for a Data Partner's use of Altadata in their capacity as a Data Partner (e.g., use of the Data Partner Dashboard and Marketplace), including as set out in their Data Partner Annex.

(k)              Data Product means a Dataset that is documented, promoted, licensed, and delivered through the Marketplace.

(l)               Data Product Content means all the Data Products, the Datasets, the Data Product Documentation, and all related Content provided by a Data Partner.

(m)            Data Product Documentation includes, without limitation, a Data Product overview, a data dictionary, and a list of key features and applicable use-cases for the Data Product.

(n)             Dataset designates the data file, or a packaged collection of data placed on the Marketplace by a Data Partner and accessible on the Marketplace.

(o)             EULA means the end-user license agreement between a Data Partner and a Subscriber.

(p)             Marketplace means the combined infrastructure behind the web user interface that facilitates uploading, storage, delivery, and promotion of Data Products, as well as the creation of associated contracts and billing.

(q)             Member means a user of Altadata, including each Data Partner and each Subscriber.

(r)              Member Content means both Data Product Content and Non-Data Product Content.

(s)              Non-Data Product Content means all Content provided by a Member that is not Data Product Content.

(t)               Personal Data means any and all information concerning an identified or identifiable natural person, including, without limitation, addresses, phone numbers, email addresses, Social Insurance Numbers, credit card numbers, financial information and other personally identifying or private information.

(u)             Subscriber means a person or company who has a Subscription Plan in respect of at least one Data Product on the Marketplace.

(v)              Subscription Plan means the price and the use terms defined by the Data Partner as compensation for the license a Subscriber has received in respect of a Data Product.

(w)            Website means the Internet site published by Alta Bering, accessible at this address: https://www.altadata.io.

Section 2 - website USE

2.1            Updates to Terms. We reserve the right to amend these Terms at any time, without notice to you, but we will use reasonable efforts to publish each material amendment (and to the extent you have provided us with an email address we will email the amendment to you) before it becomes effective. We will ensure that the latest, fully-amended version of these Terms are available on the Website and you agree to regularly check these Terms for updates. If any amendment is unacceptable to you, you may terminate your agreement to these Terms by ceasing use of Altadata. If you continue to use Altadata after the effective date of the amendment, you will be conclusively deemed, to have accepted such amended version of these Terms. The date noted above indicates when these Terms were last updated.

2.2            Eligibility. Altadata is intended solely for users who are at least 18 years of age or older, and any registration, access to or use of Altadata by anyone under such age is unauthorized, unlicensed, and in violation of these Terms. We may, in our sole discretion, terminate your Account (as defined below) and prohibit you from accessing or using Altadata (or any portion thereof), with or without notice, if we have any reason to believe that you do not meet the eligibility requirements.

2.3            Privacy. You acknowledge that you have read our Privacy Policy, as it may be updated from time to time, located at (the "Privacy Policy"), and consent to the collection, use and disclosure of your personal information (whether previously collected or to be collected) for the purposes identified in these Terms or in our Privacy Policy, which is incorporated into these Terms by reference and forms an integral part hereof.

2.4            Independent Business Dealings. If you elect to have any business dealings with any Member, you acknowledge and agree that such dealings are solely between you and such Member and we will not be a party to, or have any responsibility or liability related thereto. You acknowledge and agree that the provision of Altadata will not be construed as an endorsement by us of any such business dealings with any Member or any endorsement of any Member Content provided by such Member.

2.5            Modifications to Altadata. We reserve the right to change the form and nature of Altadata we ‎provide from time to time ‎without prior notice to you. In addition, we may stop ‎providing access to or aspects of Altadata (or any features within Altadata) and we may not be able to provide you with prior ‎notice.‎ Any future release, update, or other addition to functionality of Altadata ‎will be subject to these Terms.

2.6            Technical Requirements. Altadata is only available via the Website using a browser on a computer with an ‎Internet connection. We are not responsible for delays, interruptions, or other ‎problems inherent in the use of the Internet, electronic tools, or other systems beyond our ‎control, or for your failure to comply with the technical requirements set out in this Section.‎

Prior to using Altadata, you must have installed on your computer, and connect to Altadata by, one of ‎the following Internet browsers: Chrome, Firefox, Safari, or Edge. In order for the Website to work, you must be using a recent version of your choice of browser, i.e. the latest official version provided by the browser publisher. If you do not comply with the foregoing, or if the native behavior of the browser has been modified by the installation of ‎add-ons or extensions or by a configuration that is not the one provided by default by the ‎browser publisher, we cannot guarantee the proper functioning of Altadata.

2.7            Acceptable Use and Location. Alta Bering will provide Data Partners with a list of jurisdictions in which Data Partners can have their Data Product Content stored. If a Data Partner does not make a selection, the default storage jurisdiction will be Canada.

Section 3 - Your Account

3.1            Member Accounts. Your use of Altadata will require an Account. Even if you are using Altadata as both a Subscriber and a Data Partner, such use will be through the same Account. You are solely responsible for your Account, including but not limited to the maintenance, confidentiality and security of your Account, all passwords related to your Account, and any and all activities that occur under your Account, including all activities of any person who gains access to your Account, with or without your permission. Each time you use a password or identification, you will be deemed to be authorized to access and use Altadata in a manner consistent with these Terms and we have no obligation to investigate the authorization or source of any such access or use of Altadata. You must not register for an Account on behalf of any individual other than yourself, or register for an Account on behalf of any group or non-individual entity unless you are duly authorized to do so by such group or entity.

When you create an Account, you may be asked to provide certain information, including: (a) ‎contact information; (b) identification elements; (c) accurate and up-to-date credit card ‎information; (d) documents requested by the payment platform with ‎respect to anti-money-laundering procedures; and (e) name, e-mail address, ‎telephone number, and job title of the individual representing the Member (if applicable)‎. You agree to provide true, current, accurate and complete information as requested by us from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete, and accurate. Our collection and use of any personal information is subject to the Privacy Policy. Accounts may be subject to a verification process prior to Account use. For example, we may run certain checks prior to enabling you to use Altadata as a Data Partner.

3.2            Security Breach, Unauthorized Use, Etc. You agree to immediately notify us of any unauthorized use of (a) your Account, (b) any service provided through your Account, (c) any password related to your Account, or (d) any other breach of security with respect to your Account or any service provided through it. You agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account.

3.3            Invoicing and Payment

(a)              Subscriber.

(i)               By creating an Account and using it as a Subscriber through a Subscription Plan, you agree to pay the fees detailed in the applicable EULA or on the Marketplace (the "Subscriber Fees") through our third party payment processor(s) (currently Stripe (www.stripe.com)). The Subscriber Fees will be payable when you request and receive access to any Data Product through a Subscription Plan, as invoiced upon your subscription and thereafter on a periodic basis. ‎You may only pay Subscriber Fees by credit card. You acknowledge and agree that the Subscriber Fees are exclusive of any applicable taxes and ‎may be updated or amended from time to time upon reasonable notice to you. ‎Your continued use of Altadata following such notice constitutes your acceptance of any ‎new or increased charge or Subscriber Fees.

(b)             Data Partner.

(i)               Data Partners will have the ability to set, and change, the price for their Data Product Content on the Marketplace. Notwithstanding the foregoing, Data Partners must price Data Product Content licensed through the Marketplace for prices at least as favourable as the most favourable prices for which such Data Product Content is licensed through any other channels (provided any such other license is permitted under the applicable Annex).
(ii)              By creating an ‎Account and using it as a Data Partner through a Data Partner Plan, you agree to pay us:
a.         The Commission detailed in your Data Partner Annex, as determined with reference to the Subscriber Fees you set for your Data Product Content through Subscription Plans. You further acknowledge and agree that the Subscriber Fees payable to you by Subscribers in respect of their Subscription Plans will be collected by Alta Bering or our third-party payment processor(s). Once we have received payment from the applicable Subscribers, we will withhold the agreed-upon Commission, as well as any related taxes, and remit the remainder to you on a monthly basis. We disclaim any and all responsibility and liability for, and do not have any obligation to make efforts to collect, any unpaid Subscriber Fees; if a Subscriber's credit card is repeatedly declined, we will instead suspend or, if the applicable Subscriber Fees are not paid within a time period that is acceptable to us or you as Data Partner, terminate their Account.
b.        Any fees, other than the Commission, associated with your use of Altadata, your Account, your Data Partner Plan, and any services we provide you as identified in your Data Partner Annex (the "Data Partner Fees") through our third ‎party payment processor(s). Data Partner Fees will be payable on a monthly basis, as further specified in your Data Partner Annex or your Data Partner Dashboard from time to time. ‎You may only pay Data Partner Fees by credit card. You acknowledge and agree that Data Partner Fees are exclusive of any applicable taxes and ‎may be updated or amended from time to time upon reasonable notice to you. ‎Your continued use of Altadata following such notice constitutes your acceptance of any ‎new or increased charge or Data Partner Fees.

(c)              All Members.

(i)               By providing us or our third party payment processor(s) with a payment method, you expressly (A) agree to our third party payment processor's terms and conditions and (B) authorize us and/or our third party payment processor(s) to charge the applicable Subscriber Fees or Data Partner Fees on said payment method, as well as all taxes and other charges related thereto. Failure to timely pay ‎Subscriber Fees or Data Partner Fees will be deemed a material breach of these Terms and we may, but are not ‎obligated to, terminate or cancel your access to the Subscription Plan, Data Partner Plan, or Altadata in our sole ‎discretion. If your credit card is declined for any given payment for any reason, we or our third-party payment processor will re-run the credit card. If your credit card continues to be declined, your Account will immediately be suspended pending successful payment. If the applicable Subscriber Fees or Data Partner Fees are not paid within a time period that is acceptable to us (or our Data Partners, if applicable), your Account will be terminated. ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-‎REFUNDABLE.‎
(ii)              AUTOMATIC RENEWAL. AFTER THE END OF THE ‎SUBSCRIPTION PLAN OR DATA PARTNER PLAN PERIOD FOR WHICH YOU INITIALLY SUBSCRIBE, WE WILL ‎AUTOMATICALLY RENEW THE APPLICABLE PLAN AND, AS AUTHORIZED BY YOU ‎DURING THE ACCOUNT CREATION PROCESS, YOUR CREDIT ‎CARD WILL BE CHARGED WITH THE APPLICABLE FEES AND ANY SALES ‎OR SIMILAR TAXES THAT MAY BE IMPOSED ON YOUR PAYMENT (UNLESS YOU ‎CANCEL PRIOR TO THE LAST DAY OF YOUR THEN-CURRENT PLAN ‎PERIOD). EACH RENEWAL PERIOD WILL BE FOR THE SAME LENGTH AS YOUR ‎IMMEDIATELY PRECEEDING SUBSCRIPTION PLAN OR DATA PARTNER PLAN PERIOD. WE REQUIRE A REASONABLE AMOUNT OF TIME TO PROCESS ANY ‎CANCELLATION REQUEST. FOR GREATER CERTAINTY, IF YOU CANCEL YOUR SUBSCRIPTION PLAN OR DATA PARTNER PLAN AFTER THE ‎FIRST DAY OF THE OF YOUR RENEWAL TERM, YOU WILL NOT RECEIVE A ‎REFUND, BUT YOU WILL CONTINUE TO ENJOY YOUR SUBSCRIPTION PLAN OR DATA PARTNER PLAN BENEFITS ‎UNTIL THE EXPIRATION OF THE THEN-CURRENT PERIOD FOR WHICH YOU ‎HAVE PAID, AND YOUR SUBSCRIPTION PLAN OR DATA PARTNER PLAN BENEFITS WILL EXPIRE AT THE END OF ‎THAT PERIOD.

3.4            Cancelling a Subscription Plan. As a Subscriber, you may cancel any Subscription Plan associated with your Account at any time by clicking the Subscription Plan cancellation button on your "Subscriptions" page. We will email you confirmation of cancellation. No ‎cancellation is valid until you have received this email confirmation of cancellation. Once cancelled, your Subscription Plan will cease at the end of the current billing cycle.

As a Data Partner, you acknowledge that notwithstanding that you may decide to terminate your Data Partner Plan at any time by giving us notice in writing, you must fulfil your obligations to us and the Subscribers under all of your then-active Subscription Plans until such Subscription Plans can be validly terminated as well (e.g., upon their expiry or upon termination at an earlier date pursuant to the applicable EULA).‎

3.5            Termination. You acknowledge and agree that we may, in our sole discretion, suspend, curtail, restrict or ‎terminate Altadata, your license to use Altadata provided herein (including your Account), or any portion thereof, effective at any time, without notice to you, without any ‎liability whatsoever to you or any third party, for any reason, including if the operation or efficiency of Altadata or our or any third party's equipment or network is impaired by your use of Altadata, we have received a third party complaint which relates to your use or misuse of Altadata, or you have been or are in breach of any term or condition of this these Terms. You acknowledge and agree that termination, curtailment, restriction, or suspension pursuant to these Terms for any reason may result in restrictions of, disruptions to or cessation of your or third party access to your Account, your Member Content, Altadata, Altadata Content, and/or your Feedback, and you hereby agree to release us from any and all liability and claims of loss resulting from any such restrictions, disruptions or cessations. For greater certainty, termination ‎of your access to Altadata may result in the deletion of all of your Member Content, and we will not be ‎obligated to provide any backup or retrieval of your Member Content. Any termination by us as a result of your breach of these Terms will be in addition to any and all ‎other rights and remedies that we may have.‎

Section 4 - Restrictions on use of the services

4.1            Altadata. Altadata is comprised of a set of tools and interactive interfaces provided free-of-charge by Alta Bering on the Marketplace, enabling Members to:

·        Register on the Marketplace by creating an Account,

·        Create and manage Data Product Content,

·        Create and manage Subscription Plans,

·        View and track Subscriber usage analytics,

·        Search and browse Data Product Contents,

·        Establish customizable EULAs based on the standard EULA set that the Marketplace provides,

·        Accept EULAs,

·        License Data Products and the Analytics Platform,

·        Access subscribed Data Products through Analytics Platform,

·        Signup and pay for a Subscription Plan.

In addition, we deliver Datasets through the Altadata API and by providing downloadable files/ We also provide billing, invoicing, and payment collection services on behalf of the Members.

4.2            Data Partner Plans. Data Partners can subscribe to different levels of Data Partner Plans with different benefits for the corresponding prices set forth in the Annex.

4.3            Use of Altadata. Provided that you are eligible for use of Altadata, and that you agree to these ‎Terms, we hereby grant you a limited, personal, non-transferable, revocable (at any time ‎with or without notice or cause) and non-exclusive right and license to access and use Altadata, subject to these Terms and provided that you keep all copyright or other proprietary notices intact. If you are a Subscriber, use of Altadata must also be in strict compliance with the EULA(s) related to the Data Products you have a Subscription Plans for.

No other right or license of any kind is granted to you hereunder with respect to Altadata, including but not limited to the right to use the Alta Bering and Altadata (and, if you are a Subscriber, any applicable Data Partner's) name, trademarks, logos, domain names, and other distinctive brand features without our (or the applicable Data Partner's) prior written consent. Without limiting the generality of anything else in these Terms, you must only use Altadata for lawful purposes, and if at any time you become aware of any violation, by any person or entity under your control, of any part of these Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation.

‎All Members must not, directly or indirectly, do or permit any of the following:

(a)              modify, copy, reproduce, create derivative works of, transfer or sell any Altadata Content (as defined below), unless we have expressly authorized you to do so herein;

(b)             publicly display, publish or use Altadata Content for any commercial purpose, except in furtherance of your permitted use in accordance with these Terms;

(c)              distribute or transmit Altadata Content;

(d)             upload, post, transmit, share or otherwise make available on Altadata any Member Content that:

(i)               consists of any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that is prohibited by law;
(ii)              contains any Personal Data of any third party, unless that third party has consented to such use of its private information;
(iii)            in our sole discretion‎, portrays explicit nudity, adult content, or that is unacceptable for viewing by minors;
(iv)            in our sole discretion, is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable,
(v)              contains Trojan Horses, worms, time bombs, or software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or
(vi)            would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law,

(e)              attempt to decompile, reverse engineer, disassemble, translate or otherwise attempt to extract the source code from Altadata, Altadata Content or any software or database contained in or accessed through Altadata;

(f)               remove any copyright or other proprietary notations from Altadata Content;

(g)              scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;

(h)             forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using Altadata;

(i)               impersonate or falsely represent your association with any person, including a representative of us;

(j)               disrupt or threaten the integrity, operation or security of any service, computer or any Internet system;

(k)              disable or circumvent any access control or related process or procedure established with respect to Altadata;

(l)               sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal, personal, non-commercial purposes), any portion of, use of or access to, Altadata, except where expressly authorized by us or your EULA;

(m)            ‎‎intentionally or unintentionally violate any applicable local, provincial, state, national or ‎international law, including any regulations thereto, or any court order or lawful order of any ‎governmental authority‎; or

(n)             harvest, scrape, extract, gather, collect, or store personal information about others without their express consent, or harvest, scrape, or use any robot, spider, crawler, script or other automated means or interface not provided by us to access Altadata or to extract data, collect information or otherwise interact with Altadata without our prior, written consent.

All rights not expressly granted to you are reserved by us and, if applicable, our licensors.

In addition to the foregoing if you are a:

(a)              Data Partner, you must not, directly, or indirectly, do or permit any of the following:

·                  directly license any Data Product or any Dataset substantially the same as those licensed hereunder to any Subscriber(s) that you connect with through use of Altadata. For greater certainty, if you are a Data Partner, while you are our Data Partner and for two years thereafter, you must not, and must not permit or instruct any third party to, directly or indirectly, solicit the business of any Subscriber unless it is through Altadata and Commission is paid to us in respect of the licensing of such Data Product.

(b)             Subscriber, you must not, directly, or indirectly, do or permit any of the following:

·                  modify, copy, reproduce, create derivative works of, transfer or sell any Data Product Content, unless we have expressly authorized you to do so herein or a Data Partner has expressly authorized you to do so pursuant to your EULA;

·                  publicly display, publish or use the Data Product Content for any commercial purpose, except in furtherance of your permitted use in accordance with these Terms and your EULA;

·                  distribute or transmit the Data Product Content unless expressly allowed in the applicable EULA; or

·                  remove any copyright or other proprietary notations from the Data Product Content.

4.4            Additional Terms. In addition to these Terms, we may require you to agree to specific terms for particular services or areas of Altadata from time to time by confirming your agreement. Any such additional terms which you agree to will be deemed incorporated into these Terms.

Section 5 – Ownership of Content

5.1            Member Content and Your License to Us. Altadata permits you to submit, upload, provide, post, input, transmit, copy, make available, distribute, or ‎otherwise transfer to us, or any third party using Altadata, Member Content and we do not claim ownership over any Member Content. By providing any Member Content to us or any third party using Altadata (including any other Members), whether or not through use of, or associated with, your Account:

(a)              you acknowledge that we reserve the right to refuse to accept, display, or transmit any Member ‎Content in our sole discretion;

(b)             you are deemed to have granted us a worldwide, royalty-free, fully-paid up, irrevocable (until termination of the applicable Account), non-exclusive right and license to use, distribute, reproduce, reformat, modify, ‎adapt, delete, publish, translate, copy, edit, perform, display and create derivative works from ‎such Member Content as permitted by the functionality of Altadata (the "Member License") on ‎the following terms:‎

(i)               the Member License is limited to the purpose of offering Altadata as may exist from ‎time to time, in any medium whatsoever, or to ensure adherence to, or enforce these ‎Terms,‎
(ii)              the Member License includes our right to sublicense to third party service providers ‎for the purpose of offering Altadata, at all times in accordance with these Terms,
(iii)            the Member License includes our right to transmit, package, process, and promote Data Product Content to Subscribers, at all times in accordance with these Terms; and
(iv)            the Member License will end, and we will cease to use Member Content, a commercially ‎reasonable period after such Member Content is removed from the Website, provided that any applicable EULA will govern what rights Subscribers have to Data Product Content after Member Content is removed from the Website,‎

(c)              you are deemed to have represented and warranted to us that (1) you have all right, ‎title and interest to grant the Member License, (2) the Member Content does not infringe on any ‎other person's copyright, trade-mark, proprietary interests, trade secrets, privacy or other ‎intellectual property rights, (3) the Member Content is accurate and complete, (4) no Member ‎Content contains any libellous, defamatory or otherwise unlawful material, and (5) no Member Content unlawfully includes any Personal Data, and‎

(d)             you hereby agree to indemnify us and hold us harmless from any claims, losses, damages or ‎expenses incurred by us in respect of any third party claims that your Member Content infringes ‎on any other person's rights (including all of the rights set out in (b) above).‎

You acknowledge and agree that we may retain a copy or copies of the transactional records associated with your Member Content for archival and ‎compliance purposes even if you delete your Account to which your Member Content is ‎connected. We will otherwise delete your actual Member Content 60 days after termination of your Account, provided that if you are a Data Partner, such deletion will instead occur 60 days after the expiry of the final EULA Subscription Plan associated with such Data Product Content.‎

5.2            Altadata Content. Other than your Member Content, all Content available or stored on Altadata, ‎including Altadata itself and the Analytics Platform, any Content made available by us, and the selection and arrangement of all such Content, Data Product Content, and Member Content (collectively, the ‎‎"Altadata Content"), is the proprietary property of us or our licensors with all rights reserved, ‎and we (or, as applicable, our licensors) retain and shall retain all right, interest and title ‎in and to all Altadata Content.‎

5.3            Third Party Content. Content accessed or available through Altadata or the Internet may be owned by parties other than you or us (collectively, "Third Party Content") and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of Altadata or these Terms grants you any right, title or interest in or to this Third-Party Content except for the limited right to use Altadata as set out herein.

5.4            Data Product Content. Data Product Content is owned by the applicable Data Partner and may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in a Subscriber's use of Altadata or these Terms grants such Subscriber any right, title or interest in or to Data Partner Content except for the limited right to use Altadata as set out herein and in the applicable EULA.

5.5            Member Feedback. All right, title and interest in and to comments, ideas, suggestions and impressions of Altadata given by you to us (collectively, the "Feedback") is and shall be deemed to be our property and, by submitting Feedback to us you assign to us all right, title and interest to such Feedback.

5.6            Public Transmission and Caching. You acknowledge and agree that the technical processing and transmission of Altadata, including Member Content, Feedback, and other Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to "caching" or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

5.7            Responsibility for Content. You acknowledge and agree that you are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of the Member Content, Feedback, information, or material that you receive, transmit, or send using Altadata. In the case of Data Partners, this means that the Data Partner is solely responsible for ensuring that all Data Partner Content is current, accurate, and compliant with any Dataset policies issued by Alta Bering from time to time (including by updating the Datasets in a timely manner).

5.8            Complaints. If you believe that any Content on Altadata infringes upon any copyright or other intellectual property right that you own or control, you may send a written notification of such infringement to our designated agent by e-mail at: [email protected]

5.9            Infringer and Repeat Infringer Policy. We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Members who are deemed to be repeat infringers of intellectual property. We may also, at our sole discretion, limit access to Altadata or terminate the Account of any Member who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement.

5.10         EULA. Each EULA becomes binding between the applicable Subscriber and Data Partner effective upon the Subscriber's successful purchase of the applicable Subscription Plan through Altadata. For greater certainty, a Data Partner will enter into a new EULA for each Subscriber (i.e., there will not be any EULAs between a Data Partner and multiple Subscribers). Members explicitly agree and accept that the EULA represents a Data Product licensing contract and not a sale, with the corresponding implied legal consequences. All Members acknowledge and agree that the EULAs will apply solely between the applicable Data Partner and the applicable Subscriber(s); Altadata is not a party to any EULA established between any Data Partner and any Subscriber. Notwithstanding the foregoing, we will provide a few simple versions of a sample EULA that Data Partners may elect to use.

Each Subscriber acknowledges and agrees that they have verified the suitability of any Data Product for which they intend to subscribe to through Altadata pursuant to a EULA with a Data Partner, and to have received all the information and advice that they need in order to enter into the Subscription Plan fully informed.

Section 6 - DATA PRODUCT CONTENT

6.1            Productization. If you use Altadata to license your Data Product Content to Subscribers through Subscription Plans, you acknowledge and agree that by uploading your Data Product Content to the Website or otherwise make it available, pursuant to the Member License under Section 5.1(b) you are granting us the right to distribute, reproduce, reformat, modify, ‎adapt, delete, publish, translate, copy, edit, perform, display and create derivative works from the Data Product Content for the purposes of providing Altadata.

6.2            Approvals Required. If you are a Data Partner, you agree to allow Alta Bering access to your Datasets in either file form or as a data server link for the purposes of Alta Bering making your Data Product Content available on Altadata. In the event that we provide you with assistance uploading or formatting your Data Product Content on the Website and Marketplace, you will be provided with the opportunity to approve such Data Product Content on the Data Partner Dashboard before it is offered to Subscribers. You acknowledge and agree that you will provide such approval or request any corrections within a reasonable time period after we have provided you with such assistance by using the automatic messaging and approval system provided through the Data Partner Dashboard.

6.3            Reporting. Alta Bering will provide Data Partners with the ability to generate reports regarding Subscriber usage, browsing, revenue, and certain other statistics. These reports will be available through the Data Partner Dashboard.

Section 7 - SUBSCRIBER ACCESS

7.1            Subscriber Access to Data Product Content

(a)              Upon our receipt of the applicable Subscriber Fees in respect of a Subscription Plan that you, as a Subscriber, have purchased, we will provide you with the ability to access the requested Data Product Content through the download of an electronic file or through an API. Your ongoing access to the Data Product Content covered by your Subscription Plan is contingent on us receiving all Subscriber Fees in respect of such Subscription Plans as and when such Subscriber Fees are due each month.

(b)             Each Subscriber acknowledges and agrees that by completing the purchase of a Subscription Plan, they will be deemed to have read, understood, and agreed to the terms and conditions of the corresponding EULA, in addition to the Terms herein contained.

Section 8 - Disclaimers, Limits of Liability and Indemnities

8.1            Disclaimer of Warranties

(a)              No Responsibility for Others' Content. We are not responsible or liable in any manner for any Member Content or Third Party Content available on or through Altadata, whether made available or caused to be made available by Members or by any of the technology associated with or utilized in Altadata. Although we provide these Terms and other policies and rules for Member conduct, we do not control and are not responsible for our Members' actions and are not responsible for any Content you may encounter on Altadata, including Member Content and Third Party Content. We are not responsible for the conduct, whether online or offline, of any Member. Notwithstanding anything else in these Terms, we have no responsibility to monitor any Member Content or Third-Party Content. FOR GREATER CERTAINTY, THIS MEANS THAT WE ARE NOT RESPONSIBLE FOR ANY DATA PRODUCT CONTENT, OR THE QUALITY, CORRECTNESS, OR COMPLETENESS THEREOF, EVEN IF WE HAVE PACKAGED, BUNDLED, OR OTHERWISE PROCESSED SUCH DATA PRODUCT CONTENT IN ANY WAY WHATSOEVER. IN ADDITION, If you are a Subscriber, you acknowledge and agree that (i) if a Data Partner directly or indirectly effects or causes any suspension, curtailment, restriction or ‎termination of any Subscription Plan or your access to aNY data product, the only remedies available to you will be under the provisions of your EULA with such Data Partner and (ii) we do not, and will not be deemed to, have any control over or responsibility for any such actions taken by a Data Partner.

(b)             Availability. We will use commercially reasonable efforts to provide access to the Website and Altadata 24 hours a day, 7 days a week. However, Altadata, or any part thereof, may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Member Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any web site (including the those in Altadata) or combination thereof. We may periodically add or update the information and materials on Altadata without notice. For greater certainty, and without limiting any other disclaimer or waiver herein, no interruption in the availability of the Website or Altadata will entitle any Member to any type of compensation. If you require assistance with use of the Website or Altadata, please contact us at [email protected]. Additionally, your use of Altadata depends on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed. Alta Bering will provide Subscribers with first level technical support as directly relates to Altadata, and Data Partners will provide technical support as relates to their Data Product Content (including without limitation Dataset domain and Dataset quality).

(c)             AS IS; AS AVAILABLE. THE SERVICE AND THE SERVICE CONTENT, THE MEMBER CONTENT, AND THE THIRD PARTY CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALTA BERING CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. ALTA BERING DOES NOT REPRESENT OR WARRANT THAT THE SERVICE CONTENT, THE MEMBER CONTENT, AND THE THIRD-PARTY CONTENT ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES.

8.2            Limitation on Liability. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED (AND, THEN, ONLY TO THE STRICT EXTENT OF SUCH RESTRICTION), IN NO EVENT WILL ALTA BERING, OR ITS DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS (COLLECTIVELY, THE "RELEASEES"), BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR ANY LOST PROFITS OR LOST DATA, ARISING FROM YOUR USE OF THE SERVICE, THE SERVICE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICE (INCLUDING ALL THIRD PARTY CONTENT AND MEMBER CONTENT), EVEN IF ALTA BERING IS AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE RELEASEES' AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ALTA BERING FOR THE SERVICE DURING YEAR IN WHICH YOUR SUCH CAUSE AROSE. YOU ACKNOWLEDGE THAT IF NO SUCH FEES OR COMMISSION ARE PAID BY YOU TO ALTA BERING FOR THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE RELEASEES, REGARDLESS OF THE CAUSE OF ACTION. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.

8.3            Representations and Warranties. IF YOU ARE A DATA PARTNER, YOU HEREBY REPRESENT AND WARRANT THAT YOU WILL AT ALL TIMES REMAIN SOLELY RESPONSIBLE FOR ENSURING THAT YOU, AND ANY ACCOUNTS ASSOCIATED WITH YOUR ACCOUNT, COMPLY WITH ALL PRIVACY, DATA PROTECTION AND ANTI-SPAM LAWS APPLICABLE TO YOUR DATA PRODUCT CONTENT, AND YOUR RETENTION AND USE OF ANY AND ALL SUBSCRIBER INFORMATION OR NON-DATA PRODUCT CONTENT COLLECTED THROUGH THE SERVICES OR OTHERWISE. YOU SHALL INDEMNIFY AND HOLD ALTA BERING AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES), INCURRED IN CONNECTION WITH ANY CONTENT SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU, AND ANY SUB-ACCOUNTS ASSOCIATED WITH YOUR ACCOUNT, THROUGH THE SERVICES AND/OR ANY VIOLATION BY YOU, AND ANY SUB-ACCOUNTS ASSOCIATED WITH YOUR ACCOUNT, OF THESE TERMS.

IF YOU ARE A SUBSCRIBER, YOU HEREBY WAIVE ANY CLAIM YOU MAY NOW HAVE OR MAY HAVE AT ANY TIME IN THE FUTURE AGAINST ALTA BERING REGARDING YOUR USE OF THE SERVICES (INCLUDING YOUR USE OF ANY DATA PRODUCT CONTENT), OR ANY USE OF YOUR NON-DATA PRODUCT CONTENT, INCLUDING YOUR PERSONAL INFORMATION, BY ANY DATA PARTNER, AND YOU HEREBY ACKNOWLEDGE THAT ALTA BERING IS NOT AND WILL NOT BE RESPONSIBLE IN ANY WAY OR ANY UNDER THEORY OF LAW FOR ANY SUCH ACTION OF ANY DATA PARTNER.

FOR GREATER CERTAINTY, WITHOUT LIMITING ANY OTHER DISCLAIMER HEREIN, WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO, AND HAVE NO RESPONSIBILITY FOR, (A) THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENCY OR ERROR-FREE NATURE OF ANY DATA PRODUCT CONTENT OR (B) ANY MISUSE OF ANY DATA PRODUCT CONTENT BY ANY SUBSCRIBER.

8.4            Indemnity by You. Without limiting the indemnity provided for in Section 8.3, you agree to indemnify and hold us harmless from all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs (including reasonable legal costs, and any amount paid to settle any such action, or to satisfy a judgment), and expenses of any kind and character whatsoever incurred by us relating to or arising from:

(a)              access to or use, by you or permitted by you, of Altadata or your Account; and

(b)             any of your acts or omissions, including breach or non-performance of these Terms and any violation of any third party rights, and further including those acts and omissions that may directly or indirectly affect any other Member (including as may relate to any EULA).

Section 9 - General Provisions

9.1            General Provisions

(a)              Governing Law and Jurisdiction – These Terms and the rights of the parties hereto are governed by, and will at all times be construed in accordance with, the laws in force in the Province of British Columbia and the laws of Canada applicable therein, without reference to its conflict of laws principles. You hereby irrevocably consent to the jurisdiction of the courts of the Province of British Columbia in connection with any matter arising out of or in connection with these Terms.

(b)             Authority – Each Member represents and warrants that such Member has the authority, and has been duly authorized, to create an Account and use Altadata.

(c)              Backup – You acknowledge and agree that Altadata, the Website, and the Marketplace are not a backup system and therefore you must make backups of any and all Content that you do not want to lose on reliable, long-term media (provided that any such back-ups must be made in accordance with these Terms, and any and all documents and policies referenced herein).

(d)             Confidentiality - Alta Bering acknowledges that the Member Content collected in the context of providing Altadata is confidential and therefore Alta Bering agrees to hold confidential all such Member Content and to only use such Member Content for the purpose of offering or improving Altadata as may exist from ‎time to time, in any medium whatsoever. Notwithstanding the foregoing:

(i)               Alta Bering will be permitted to disclose the Member Content to its employees, independent contractors, agents, and representatives as may be reasonably necessary to provide Altadata, provided that all such individuals or entities are bound by similar confidentiality obligations; and
(ii)              Member Content will not be considered confidential if it (i) is, or becomes, available to Alta Bering on a non-confidential basis from a third party, (ii) is, or becomes, generally available to and known by the public (other than as a result of its disclosure in breach of this Section 9.1(d) by Alta Bering), (iii) was already known by or in the possession of Alta Bering prior to being disclosed by a Member, (iv) was independently developed by Alta Bering without use of or reference to the Member Content, or (v) is required to be disclosed by law or valid court order issued by a court or governmental authority of competent jurisdiction.

(e)              Security – You acknowledge and agree that the Internet is inherently insecure. You further acknowledge and agree that Members have sole responsibility to ensure the security, back-up, and correctness of all Member Content.

(f)               Disputes between Data Partners and Subscribers – Data Partners and Subscribers acknowledge and agree that Alta Bering is not, and will not be deemed to be, party to the EULA, or any other agreement deemed to exist, between Data Partners and Subscribers. As such, in the event of any dispute between a Data Partner and a Subscriber, the Data Partner and the Subscriber will be solely responsible for resolving any such disputes between themselves, and must not involve or attempt to involve Alta Bering.

(g)              Subcontractors – Members acknowledge and agree that Alta Bering is permitted to use subcontractors in connection with Alta Bering's provision of Altadata hereunder, provided they are bound to substantially similar confidentiality obligations as those found herein.

(h)             Interpretation – In these Terms, (i) the word "including", the word "includes", and the phrase "such as", when following a general statement or term (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word "or" between two or more listed matters does not imply an exclusive relationship between the matters being connected, (ii) all references to website addresses or URLs also includes any successor or replacement websites containing substantially similar information as the referenced website(s), and (iii) monetary amounts expressed are in US dollars.

(i)               Waiver of Rights and Remedies – Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice shall act to modify any provision of these Terms. Our rights, powers and remedies in these Terms, including without limitation the right to suspend, restrict or terminate your access to any portion of Altadata, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

(j)               Severability - If any provision of these Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

(k)              Notifications – Subject to our Privacy Policy, we may provide you with notifications via email, in hard copy, through your Account, or through conspicuous posting of such notice on the Website or otherwise through Altadata, as we may determine in our sole discretion.

(l)               Assignment and Inurement –You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

(m)            Survival – All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Terms shall survive termination or expiration of these Terms.

(n)             Force Majeure – No party hereto will be held liable if the execution of Altadata, or of any obligation hereunder, is prevented or limited due to an event of force majeure including, without limitation, fire, explosion, failure of the transmission network, epidemic, earthquake, flood, power outage, war, embargo, government action, strike, boycott, or other unforeseeable circumstance beyond such party's reasonable control. Provided an affected party notifies the other party(ies) as soon as possible after such an event of force majeure occurs, the affected party will be dispensed from the execution of their obligations, and the other party(ies) will also be dispensed from the execution of their obligations. The affected party must make a best effort attempt to avoid or compensate the causes of non-execution and all parties must make commercially reasonable efforts to resume their obligations as soon as possible following elimination of such event of force majeure. The parties must keep each other informed of the evolution of the event of force majeure regularly by email. If an event of force majeure lasts longer than 30 days, starting from notification, Altadata may be terminated upon request by any party, without any right to indemnity for any other party(ies).

(o)             Entire Agreement – These Terms, as amended from time to time, including any and all documents and policies referenced herein (including the Privacy Policy and any applicable Annex), constitutes the entire agreement between us and you with respect to the matters referred to in these Terms. In the event of a conflict between these Terms, the Privacy Policy, and any applicable Annex, the order of priority in respect of any such inconsistency will be as follows: (1) Annex, (2) Terms, (3) Privacy Policy, and (4) EULA.

(p)             Language – These Terms are only available in English. No other languages will apply to these Terms.

9.2            Questions and Concerns. If you have any questions or concerns about these Terms, please contact us by email at [email protected]