Terms and Conditions

Appendix A

General Terms and Conditions of Local Knowledge

Applicability
Local Knowledge FZE is a United Arab Emirates registered company, under registration number 6003618, with principal office at FDRK1831 Compass Building, Al Shohada Road, Al Hamra Industrial Zone-FZ, Ras Al Khaimah, PO Box 454410, United Arab Emirates (“Local Knowledge”). The customer (the “Customer”) is the company identified on the attached “Local Knowledge Business Location Content Agreement”, “Local Knowledge Contract Form” or any other form of agreement stipulating the commercial contract terms between Local Knowledge and its contracting party (the “Contract Form”). These general terms and conditions relate to the services provided by Local Knowledge to the Customer in relation to business location content (the “Terms & Conditions”). These Terms & Conditions apply, to the exclusion of any terms and conditions of the Customer, to the agreement between Local Knowledge and the Customer. The Contract Form, the Terms & Conditions and any addendum or annex thereto (if any) together constitute the entire agreement between Local Knowledge and the Customer and are hereinafter jointly referred to as the “Agreement”. All documents referred to in these Terms & Conditions form an inseparable and integral part of this Agreement. In case of any discrepancies between the Terms & Conditions and the Contract Form, the Contract Form shall prevail.
Digital Location Management Dashboard
Once populated with Customer location data, Local Knowledge will provide the Customer access to the Local Knowledge Digital Location Management Dashboard “Customer Dashboard”. The Customer Dashboard is comprised of several components including the dashboard overview, listings management, Insights overview, reputation & review response management to select publisher platforms as well as other data and analytics available for viewing and export. Unique user ID’s and passwords will be system generated and provisioned to authorized Customer personnel or those uniquely identified by the Customer whom should be granted access. From time to time, the Customer Dashboard may be unavailable due to system updates or upgrades. Authorized Users will be notified in such cases. Note, should the Customer and/or their authorized users make listing edits, they do so at their own risk, and will not hold Local Knowledge responsible for any errors or omissions to their respective listings nor for loss of business revenues.
Business Location Data
Upon signing of the Agreement, the Customer shall provide business location content to Local Knowledge. The business location content must be provided to Local Knowledge in accordance with the guidelines and requirements as defined in the onboarding process. Local Knowledge accepts various delivery formats, including flat file format types as well as Excel files. As soon as reasonably possible, Local Knowledge will perform a first review of the location data. Local Knowledge will be entitled to refuse certain location data from further processing if the location data does not comply with the requirements included in the onboarding documentation and location data template. The data that Local Knowledge has indicated to process, including all intellectual property rights related thereto, will hereinafter be defined as the “Business Location Content” and will be considered as the Business Location Content “under management” by Local Knowledge. The Business Location Data will remain “under management” by Local Knowledge for the period of 12 months or as defined in the executed agreement. The processing of the Business Location Content means all steps performed by Local Knowledge between receiving the location data until the location data is ready to be submitted to publishing channels. In this process, Local Knowledge formats, validates, enriches, translates, refines, optimizes and verifies all attributes of the original location data as well as verifies geocode accuracy or generates a geocode. Local Knowledge relies on a timely response to location data related queries for each location. Delays in responding to Local Knowledge location data queries can result in delays to location data syndication and updates on publisher platforms. Once processed, Local Knowledge will submit the location data to the third parties as identified in the Contract Form (the “Publishers”). The Customer acknowledges that the subsequent processing of the location data by the Publishers may vary by Publisher. During the term of the Agreement, the Customer may at any time provide additional or amended location data to Local Knowledge, in which case the above procedure applies partly or in whole. Local Knowledge shall use all commercially reasonable efforts to ensure the location data is available to all of the selected Publishers and to procure that the selected Publishers publish as much location data of the Customer as possible. The Customer acknowledges and agrees, however, that Local Knowledge cannot guarantee that all the submitted location data will be displayed or published by the selected Publishers as this is at the Publishers sole discretion and that all indicated timeframes for publication will be met for numerous factors beyond Local Knowledge control. The Customer can therefore never hold Local Knowledge liable for any of its location data not published by selected Publishers platforms.
Term and Termination
The Agreement commences on the date the Contract form is Executed (signed) by both parties. The Program Term will automatically be extended for periods of one (1) year each, unless terminated by either party by giving 60 days written notice prior to the end of such one (1) year period or a new Contract Form or Contract Addendum is signed between the parties. Each party has the right to terminate the Agreement with immediate effect in case: of a material breach by the other party, or repeated breaches (whether of the same or different obligations), the cumulative effect of which is a material breach of this Agreement, which breach is not cured within 30 days after written notice of the breach by the other party, or which breach is not capable of being cured; a party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; iii. bankruptcy, liquidation or dissolution of a party. In the event the Agreement is terminated, for whatever reason, the following clauses shall survive termination: clause 6 (License), clause 7 (Representations and Warranties), clause 8 (Indemnity), clause 9 (Limitation of liability) and clause 10 (Confidentiality).
Fees
In exchange for providing the services as described in the Agreement, the Customer shall pay to Local Knowledge the fees as agreed upon in the Contract Form (the “Fees”). Upon signing of the Agreement, Local Knowledge shall issue an invoice to the Customer for payment of (or a part of) the Agreement Fees, as further described in the Contract Form. Subsequent invoices shall be sent by Local Knowledge to the Customer as frequent and at such times as agreed upon in the Contract Form. The Customer shall pay each invoice received from Local Knowledge within 30 days of the date included on the invoice or per the terms mutually agreed upon in the Agreement. All sums due to Local Knowledge under this Agreement shall be paid by the Customer without setoff. The Fees will be due by the Customer throughout the entire Term even if, for whatever reason, certain locations cease to be “under management” during the Program Term. The only exception is if the Agreement is rightfully terminated by the Customer pursuant to clause 4 of these Terms & Conditions, in which case the Customer will only be obliged to pay until the moment of termination of the Agreement.
License
Subject to the terms and conditions of the Agreement, the Customer hereby grants to Local Knowledge and its affiliates, who hereby accept, a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable, transferable and royalty free license to: (i)use, copy, modify and reformat the location data and, while keeping the location data under management combine, modify and enrich the location data with other data obtained by Local Knowledge or its affiliates; (ii)store location data within Local Knowledge’s internal database for business location data content; (iii) distribute, disseminate, promote products and services that include the location data; distribute (directly or through a chain of distribution) the location data and/or derivative works of the location data to any of the Publishers in or for use with any of location data by customers of the Publishers. Any changes or deletions made by the Customer to the location data will not in any way affect any rights already granted by Local Knowledge to the Publishers with respect to the location data that is subject to the changes or deletions. The Customer acknowledges and agrees that once the location data has been submitted to a Publisher, it will be out of Local Knowledge’s control. This means that as of that moment, Local Knowledge cannot procure or ensure the deletion or removal of the location data from any services, systems or devices under the control and operated by such Publisher or its customers or other third parties, nor can it procure or ensure non-modification or non-use of the location data by such Publisher, its customers or other third parties. During the (prolonged) Program Term, Local Knowledge has the right to use the Customer’s name, brand name and/or logos for marketing purposes.
Representations and Warranties
The Customer represents and warrants that: it has the power and authority to enter into this Agreement; all location data provided to Local Knowledge, including all intellectual property rights related thereto, is rightfully owned by or licensed or transferred to the Customer in order to grant Local Knowledge the license as set forth in clause 6, unencumbered and clear of any rights, claims or interests of third parties; iii. the location data provided to Local Knowledge has been acquired, collected, processed, forwarded and licensed in compliance with applicable laws and regulations (including on privacy and data protection); the location data provided to Local Knowledge does not contain any viruses, spyware or other harmful code or materials and are, to the best of its knowledge, free of any errors or data inaccuracies; the location data provided to Local Knowledge does not contain any data, code or other materials that are subject to a GPL (GNU Public License) or LGPL (Lesser GNU Public License) license, ODbL (Open Database license), or any other license (i) that would impose obligations on Local Knowledge or any of the Publishers to distribute any data or software with which the location data is combined or to permit third parties to reverse engineer or replace any portions of any data or software with which the location data is combined, (ii) that would require Local Knowledge or any Publisher to license patent rights to any party, or (iii) that would impose any other obligation or limitation on Local Knowledge or any Publisher not expressly set forth in this Agreement*; it has obtained and will maintain all consents, approvals, authorizations, permits and exemptions required to fulfill its obligations under this Agreement; vii. performance of its obligations under this Agreement will not violate or infringe the rights or any third party, including but not limited to intellectual property rights, or conflict or interfere with any existing commitment or contractual obligation of the Customer.
Indemnity
The Customer shall indemnify, defend and hold harmless Local Knowledge and its employees, agents, representatives and affiliates from and against any and all costs, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, resulting from: any claims of third parties that the location data infringes or misappropriates that third party’s intellectual property rights; and any claims of third parties that result from a breach of the Customer’s undertakings in respect of privacy regulations, data protection or confidentiality; iii. any claim of third parties attributable to any inaccuracy and/or incompleteness of the location data; a breach of any of the representations and warranties set out in clause 7. The parties will promptly notify each other upon becoming aware of any third party claim as described above. If the Customer, Local Knowledge or any of the Publishers is facing any third party claim as described above, or if the Customer believes the location data may infringe any third party’s intellectual property rights, the Customer shall as soon as reasonably possible at its own expense and at the discretion of Local Knowledge and the relevant Publisher, either: procure the right for Local Knowledge and the relevant Publisher to continue the use of the location data; or replace or modify the location data so as to make it non-infringing.
Limitation of Liability
Except for the Customer’s indemnification obligations under clause 8, neither party shall be liable (whether contractual, through tort or otherwise) for consequential, punitive, special or indirect damage, including but not limited to lost profits or anticipated profits, lost income or revenue, loss of use, loss of data, loss of reputation, loss of business, loss of goodwill or missed (business) opportunities, cost of substitute goods, or business interruption. Except for the Customer’s indemnification obligations under clause 8, in no event will the total liability of either party under this Agreement for all damage exceed the amounts paid or payable to Local Knowledge in the period of twelve months prior to the date on which the damage occurred. The limitations and exclusions of liability mentioned in the preceding paragraphs of this clause shall not apply if and insofar as the damage is the result of intentional or willful recklessness on the part of the liable party.
Confidential Information
“Confidential Information” means the Agreement and all available information, reports and documentation in the Customer Dashboard. The parties will not disclose any Confidential Information unless approved in writing by the other party. Upon a party’s request, the other party will return to the requesting party or, at the requesting party’s request and further instructions, destroy, the Confidential Information provided by the requesting party in relation to the Agreement. Confidential Information will not include information that: is generally and legitimately available to the public through no fault or breach of the party receiving the Confidential Information; is independently developed by the other party without the use of any Confidential Information; iii. was rightfully obtained from a third party who had the right without limitation to transfer or disclose it to the party receiving the Confidential Information.
Transfer/Assignment of the Agreement
Local Knowledge may at any time assign the Agreement or assign or encumber its rights thereunder. In such an event, the Customer undertakes to co-operate to the extent necessary to effect such assignment or encumbrance expeditiously. The Customer may not assign this Agreement or assign or encumber any of its rights thereunder without the prior written consent of Local Knowledge. The Customer shall immediately notify Local Knowledge in case of a change of control of the Customer. In such case, Local Knowledge will be entitled (at its own discretion) to terminate the Agreement with immediate effect.
Miscellaneous
The Agreement may be amended only by a written agreement between the parties. The Agreement constitutes the entire agreement between the parties regarding the subject of the Agreement and it replaces all earlier agreements, oral or written, related to the subject of the Agreement. Evidence to the contrary is hereby excluded. If at any time any provision of the Agreement is or becomes illegal, void or invalid for any reason whatsoever, such invalidity shall not affect the validity of the remainder of the Agreement and such invalid provision shall be replaced by such other provision which, being valid in all respects, shall have an effect as close as possible to that of the replaced provision.
Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws of the United Arab Emirates, without giving effect to principles of conflicts of law. Any disputes related to this Agreement shall be exclusively submitted to the competent court in the United Arab Emirates.