INTRODUCTION

These Terms govern the relationship between the party that submits our online form and thereby agrees to these Terms (“Supplier”) and CHECKPOINT GG LIMITED, a company incorporated in England and Wales with company number 11701417 located at 18 Claremont Avenue, Sunbury-On-Thames, Surrey United Kingdom TW16 5LX (“GEEIQ”), each of GEEIQ and the Supplier being a “Party” and together the “Parties”.

WHEREAS the Supplier operates a user-generated online service that allows users to interact in various ways by designing and creating content, and owns certain data relating to the effectiveness of its brands on such user-generated online service;

WHEREAS GEEIQ is an established global enterprise platform that provides insight into how to leverage and build operations within user-generated online services;

WHEREAS GEEIQ wishes to licence the Supplier’s data relating to the user-generated online service and to provide the Supplier with data insights based on its internal analysis.

1. DEFINITIONS AND INTERPRETATION

To the extent there is a conflict between any provision of these Terms (excluding the Schedules) and any provision contained in any Schedule, the provision of these Terms (excluding the Schedules) will prevail (unless expressly stated otherwise).

2. DATA LICENCE

2.1 During the Term and subject always to GEEIQ complying with the usage restrictions set out in Clause 2.3, the Supplier grants to GEEIQ, non-transferable, revocable, worldwide licence during the Term to:

• access, view and Manipulate the Supplier Inputs and create Derived Data;
• store the Supplier Inputs and Manipulated Data on the GEEIQ System; and
• distribute the Supplier Inputs and Manipulated Data to Users and/or GEEIQ’s clients.

2.2 The Supplier shall make the Supplier Inputs available from the Effective Date until these Terms terminate or expire.

2.3 GEEIQ shall:

• only use the Supplier Inputs for the permitted uses set out in Schedule B;
• limit access to the Supplier Inputs to the Users; and
• only make copies of the Supplier Inputs to the extent reasonably necessary for back-up, mirroring, security, disaster recovery, and testing purposes.

3. PARTNERSHIP OBLIGATIONS

3.1 The Supplier shall provide to GEEIQ the Supplier Inputs as set out in Schedule B and perform the Supplier Obligations as set out in Schedule A.

3.2 GEEIQ shall provide to the Supplier the GEEIQ Insights as set out in Schedule B and perform the GEEIQ Obligations as set out in Schedule A.

3.3 Each Party shall:

• provide reasonable co-operation and assistance to the other Party where reasonably required to achieve the Partnership Goals and to allow the other Party to meet its obligations under these Terms;
• ensure that it allocates suitable personnel and resource to the Partnership; and
• work together to agree wording concerning the Partnership that each Party shall be free to publish on its website and other promotional materials.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Intellectual Property Rights in the Supplier Inputs: Subject to Clause 4.3, all Intellectual Property Rights in the Supplier Inputs are the property of the Supplier or its licensors, as the case may be. GEEIQ shall have no rights in or to the Supplier Inputs other than the express rights set out under these Terms.

4.2 Intellectual Property Rights in the GEEIQ Insights: All Intellectual Property Rights in the GEEIQ Insights are the property of GEEIQ or its licensors, as the case may be. The Supplier shall have no rights in or to the GEEIQ Insights other than the express rights set out under these Terms.

4.3 Manipulated Data: The Supplier acknowledges that all Intellectual Property Rights in the Manipulated Data are the property of GEEIQ.

4.4 Use of Party Names and Logos: The Parties may use the trade names, trade marks, logos or service marks of each other to promote the Partnership and its existence, however they must obtain the other Party’s written consent before using the same for any other purpose.

5. DATA PROTECTION

5.1 Both Parties will comply with all applicable requirements of the Data Protection Laws. This Clause is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations and Warranties: Each Party represents and warrants that it is a legal entity duly organised, validly existing, and in good standing in the jurisdiction of its formation; is duly qualified to do business; has the full right, power, and authority to enter into these Terms; and that these Terms constitute the legal, valid and binding obligation of the Party.

6.2 Supplier’s Representations and Warranties: The Supplier represents and warrants that:

• the Supplier Inputs will be provided exactly as set out in Schedule B and will not have been Manipulated prior to being shared with GEEIQ;
• each release of the Supplier Inputs shall not include any malicious software or devices; and
• the Supplier Inputs will be available at all times with a view to ensuring continuity and availability.

6.3 No other representations or warranties: Except for the express representations and warranties contained in this Clause, neither Party makes any express or implied representation, warranty or condition, and each Party acknowledges that it has not relied upon any representation or warranty made by the other Party.

7. INDEMNIFICATION

7.1 Indemnification Obligations: The Supplier shall defend, indemnify, and hold harmless GEEIQ and its employees, officers, directors, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses arising out of or resulting from any third-party claim alleging that the provision, receipt or use of the Supplier Inputs: (a) infringes any Intellectual Property Rights of a third party; or (b) breaches the Supplier’s warranty under Clause 6.1.3; or (c) breaches any applicable Data Protection Laws.

7.2 Indemnification Procedures: The GEEIQ Indemnified Party shall give the Supplier prompt notice of the relevant claim and reasonable cooperation. The Supplier shall have the right to control the defence and settlement of any such claim.

7.3 Supplier’s Replacement Options: If any Claim is made, the Supplier may: (a) procure for GEEIQ the right to continue using the Supplier Inputs; (b) modify the Supplier Inputs so that they cease to be infringing; or (c) replace the Supplier Inputs with non-infringing items.

8. LIMITATION OF LIABILITY

8.1 Party’s Uncapped Liabilities: Neither Party excludes or limits liability to the other Party for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or any matter in respect of which it would be unlawful for the parties to exclude liability.

8.2 Supplier’s Uncapped Liabilities: Nothing in these Terms shall exclude or limit the liability of the Supplier under the indemnity given in Clause 7.1 or for any breach of its confidentiality obligations.

8.3 Exclusion of Certain Losses: Subject to the above, neither Party shall in any circumstances be liable for any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill; loss of anticipated savings; or any loss or liability under or in relation to any other contract.

8.4 Liability Caps: The Supplier’s total liability under or in connection with these Terms shall in no event exceed £1,000,000. GEEIQ\’s total liability shall in no event exceed £100,000.

9. CONFIDENTIALITY

9.1 From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs and services, confidential information, and materials comprising or relating to Intellectual Property Rights, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”).

9.2 Confidential Information does not include information that: (a) is or becomes generally available to and known by the public; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source; (c) was known by or in the possession of the Receiving Party prior to being disclosed; (d) was or is independently developed by the Receiving Party; or (e) is required to be disclosed pursuant to applicable law.

9.3 The Receiving Party shall, for two (2) years from disclosure of such Confidential Information: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information for any purpose other than to exercise its rights or perform its obligations under these Terms; and (c) not disclose any such Confidential Information to any third party.

10. TERM AND TERMINATION

10.1 Term: These Terms commence on the Effective Date and shall continue for one year from the Effective Date whereupon it shall automatically renew for one-year periods unless either party gives written notice to the other party at least 30 days prior to the end of the then-current one-year term.

10.2 Term Extension: The Parties may extend the Term for any period by agreement in writing, provided that any such extension is agreed prior to the expiration of the Term.

10.3 Mutual Right to Terminate: Either Party may terminate these Terms upon written Notice to the other Party: (a) if the other Party materially breaches any material provision of these Terms and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other Party within thirty (30) days after its receipt of written notice of such breach; (b) if the other Party becomes insolvent or is generally unable to pay its debts as they become due; or (c) in the event of a Force Majeure Event that continues for a period of more than sixty (60) days.

10.4 Effect of Termination: Upon the expiration or earlier termination of these Terms, each Party shall promptly destroy all documents and tangible materials containing the other Party’s Confidential Information, except that GEEIQ may retain and continue to use without limitation any benchmarking tool, machine learning model trained on Manipulated Data, the Supplier Inputs or any Manipulated Data.

11. COMPLIANCE

11.1 Compliance with Applicable Laws: Each Party shall at its own expense comply with all laws and regulations relating to its activities under these Terms.

11.2 Anti-Bribery and Anti-Corruption: Neither Party shall engage in any activity, practice or conduct which could constitute or facilitate the commission of an offence under any applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010.

12. INSURANCE

12.1 General Insurance Requirement: The Supplier shall take out and maintain appropriate insurance policies from a reputable insurer which are sufficient to cover its liabilities under these Terms and to comply with law.

12.2 Specific Insurance Requirements: Without prejudice to the generality of the above, the Supplier shall maintain with a reputable insurer public liability insurance with a reasonable minimum indemnity limit.

13. MISCELLANEOUS

13.1 Entire Agreement: This Agreement, including all related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.

13.2 Survival: Clauses 6-9 of these Terms, as well as any other provision that should survive such expiration or termination, shall survive the expiration or earlier termination of these Terms for the period specified therein, or if nothing is specified for a period of twelve (12) months.

13.4 Severability: If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the enforceability of any other term or provision.

13.5 Amendment: No amendment to these Terms is effective unless it is in writing and signed by an authorised Representative of each Party, except for in relation to changes made to the Supplier Inputs, which shall be implied as accepted by the Supplier within ten working days of written notice by GEEIQ.

13.6 Governing Law and Jurisdiction: This Agreement and all matters, claims and disputes arising out of or in connection to it shall be governed by and construed in accordance with the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England and Wales.

13.7 Force Majeure: No Party shall be liable or responsible to the other Party for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by acts of God, flood, fire, earthquake, pandemic, epidemic, war, invasion, hostilities, terrorist threats or acts, riot, government order, law, or action, embargoes, blockades, national or regional emergency, telecommunication breakdowns, power outages, and other similar events beyond the reasonable control of the Impacted Party.

13.8 Relationship of Parties: Nothing in these Terms creates joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. The Supplier is an independent contractor pursuant to these Terms.

SCHEDULE A – PARTNERSHIP OBLIGATIONS

Supplier Obligations:

• Share private data on Supplier experiences with GEEIQ as set forth in Schedule B.
• Use reasonable effort to work with GEEIQ to develop Supplier experiences specific insights, case study for GEEIQ brands (“GEEIQ Insights”).

GEEIQ Obligations:

• Ingestion of the Supplier’s private data onto our platform for brand clients to have access.
• Include Supplier within our Integration Discovery feature.
• GEEIQ to share with Suppliers relevant insight on their experience on the Platform(s).

SCHEDULE B – DATA SERVICES DESCRIPTION

Supplier Inputs – Description of the Data:

The Supplier shall provide GEEIQ with the Supplier Inputs set out in the following format, as updated by GEEIQ from time to time:

Permitted use:

• Analytics Dashboards (for GEEIQ clients): The data may be used to create analytics dashboards tailored for clients/users, providing them with insights into various metrics and trends.
• Benchmarking: Data may be employed to generate benchmarks. This allows for anonymised aggregate comparisons across different metrics, providing a standard for performance evaluation.
• Model Training: The data can be used to train AI/ML models for creating benchmarks, as well as for predictive analytics and projection models, aiding in strategic decision-making.

Supply format: Data will be supplied by uploading to GEEIQ’s secure microsite as per the format set out at in Schedule B

Supply timescale: The Supplier shall provide GEEIQ with the private data in accordance with the timescale specified in Schedule B. Demographic data including age, gender and geographic data, and experience engagement data, including but not limited to Daily Active Users (DAU), Monthly Active Users (MAU), session time, and total play time shall be provided on a quarterly basis on the first business day following quarter-end.