CLÁUSULAS CONTRACTUALES ESTÁNDAR (SCCs)

Parties:

1. BloomIQ Technologies Inc., a company incorporated and registered in Canada, with its principal place of business at 1500-850 2 St SW, Calgary, Alberta, Canada, T2P 0R8 ("BloomIQ"); and
2. Each party to this agreement, incorporated and registered in its respective jurisdiction, with its principal place of business as applicable (each a "Party" and collectively, the "Parties").

1. DEFINITIONS

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.2 "Confidential Information" means all non-public information disclosed by one party to the other, including but not limited to business operations, technical data, and trade secrets.

1.3 "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.

1.4 "Intellectual Property Rights" means patents, trademarks, copyrights, trade secrets, and any other proprietary rights.

2. DATA PROTECTION & COMPLIANCE

2.1 Both parties shall comply with all applicable data protection and privacy laws, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA), General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and any applicable data processing regulations set forth by Apple LLC and Google LLC.

2.2 Data Processing: If either party processes Personal Data on behalf of the other, they shall act as a data processor and comply with all processing requirements.

2.3 Security Measures: Each party shall implement appropriate technical and organizational measures to protect Personal Data from unauthorized access, loss, or destruction.

2.4 Data Subject Rights: Each party shall support the other in responding to data subject requests, including access, correction, and deletion of Personal Data.

2.5 Cross-Border Transfers: Any transfer of Personal Data outside of Canada shall comply with applicable Canadian data transfer regulations.

2.6 Regulatory Compliance: Each party shall ensure that all services, operations, and data processing activities comply with applicable provincial, federal, and international regulations, including those imposed by industry standards and relevant authorities.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Ownership: Each party shall retain ownership of its respective Intellectual Property Rights.

3.2 License Grant: BloomIQ grants the Partner a limited, non-exclusive, non- transferable license to use its software and APIs solely for the purposes of integration and operation as agreed under this contract.

3.3 Restrictions: The Partner shall not modify, reverse-engineer, decompile, or create derivative works based on BloomIQ's Intellectual Property.

4. CONFIDENTIALITY

4.1 Each party agrees to maintain the confidentiality of all Confidential Information and not disclose it to any third party without prior written consent.

4.2 Confidential Information shall only be used for the purposes of performing obligations under this agreement.

4.3 This obligation shall survive ten (10) years after the termination of this contract.

5. LIABILITY & INDEMNIFICATION

5.1 Limitation of Liability: Except for gross negligence, willful misconduct, or breaches of confidentiality or intellectual property, neither party shall be liable for indirect, incidental, or consequential damages.

5.2 Indemnification: Each party shall indemnify, defend, and hold the other harmless from claims, damages, and expenses arising out of:

1. Breach of this contract;
2. Violation of any data protection law;
3. Intellectual property infringement claims.

5.3 Force Majeure: Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control.

5.4 Insurance Requirements: Each party shall maintain adequate insurance coverage, including but not limited to general liability insurance, cyber liability insurance, and errors & omissions insurance, to cover potential liabilities arising under this Agreement. Each party shall provide proof of insurance upon reasonable request.

6. TERM & TERMINATION

6.1 Term: This contract shall commence on the Effective Date and remain in force until terminated by either party.

6.2 Termination for Convenience: Either party may terminate this agreement with [30/60] days' written notice.

6.3 Termination for Breach: If either party materially breaches this agreement and fails to cure the breach within [30] days after notice, the other party may terminate immediately.

6.4 Effects of Termination: Upon termination, all licenses shall be revoked, and each party shall return or destroy Confidential Information.

7. GOVERNING LAW & DISPUTE RESOLUTION

7.1 This agreement shall be governed by the laws of the Province of Alberta, Canada, without regard to conflict of law principles.

7.2 Any dispute shall first be resolved through good faith negotiations. If unresolved, the dispute shall be submitted to binding arbitration under the rules of [Arbitration Institution].

8. THIRD-PARTY SERVICES

8.1 Use of Third-Party Services: BloomIQ and the Partner acknowledge that third-party services, including but not limited to cloud hosting providers, data analytics platforms, and external APIs, may be used in connection with the Licensed Application.

8.2 Compliance and Security: Each party shall ensure that any third-party service providers used comply with applicable data protection laws, security requirements, and industry best practices.

8.3 Liability and Responsibility: The party engaging a third-party provider remains responsible for the actions of such third-party providers and their compliance with the terms of this agreement.

8.4 Changes to Third-Party Providers: BloomIQ reserves the right to update or modify its use of third-party services as necessary, provided such changes do not materially impact the obligations of the Partner under this agreement.

9. ACCEPTANCE & DIGITAL AGREEMENT

9.1 This agreement does not require physical signatures and is legally binding upon acceptance by the parties through digital means, including but not limited to click- through acceptance, email confirmation, or electronic execution systems.

9.2 By continuing to access or use the services described herein, both parties agree to the terms of this agreement as of the Effective Date.

For inquiries or support, contact support@bloomiq.io