Geosoft Desktop Applications Terms of Service

GENERAL

BY ACCEPTING THE LICENSE AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THE LICENSE AGREEMENT AND THESE TERMS OF SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT(S) ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE OR SERVICES.

Description of Software and Service

Geosoft Oasis montaj desktop software, which includes Target, Target for ArcGIS, UXO and other supporting products and services. We provide software for mapping and modelling the Earth’s subsurface, and technology for managing large exploration datasets. Oasis montaj provides access to data and a powerful set of mapping and analysis tools is provided within one dynamic, 3D environment. Geosoft manages, validates and identifies assigned users with a Geosoft ID. The Geosoft ID in conjunction with Geosoft Connect and My Geosoft services are the basis of the online Internet-based activities supporting and enhancing the desktop software.

DEFINITIONS

Software and Service refers to the Geosoft Oasis montaj desktop software, which includes Target, Target for ArcGIS, UXO and other supporting products and services.

"We", "Us" or "Our" means Geosoft Incorporated.

"You" or "Your" means the company or other legal entity for which you are accepting this Agreement and Affiliates of that company or entity.

Geosoft Connect: Geosoft Connect is a service that manages all web service operations which includes: licensing, Bing Maps, VOXI, VALEM, software updates, and Geosoft ID on behalf of all Geosoft applications.

Geosoft ID: Geosoft ID is your business email address that is registered with Geosoft. The Geosoft ID is our primary means of identifying you and ensuring access to the software and services we offer. Your Geosoft ID gives you secure access to your Geosoft license as well as services and other online resources. A company (individual or corporation) assigns a License to an assigned user with a valid Geosoft ID.

Geosoft ID Licensing: Geosoft ID licensing enables you to securely sign in to Geosoft Connect using your Geosoft ID and access all of your Geosoft licensed products and online services including, online updates, VOXI Earth Modelling subscriptions, online support resources through My Geosoft, and Bing Maps services.

My Geosoft: My Geosoft is a web application that provides secure access to Geosoft services and support resources.

Accounts, Passwords and Security

Certain features or services offered on or through the Software and Services require you to register with us (including setting up a Geosoft ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account (Geosoft ID), including your password, and for any and all activity that occurs under your account as a result of you failing to keep this information secure and confidential. You agree to notify Geosoft immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Geosoft or any other user due to someone else using your Geosoft ID, password or account as a result of your failing to keep your account information secure and confidential.

You may not use anyone else’s Geosoft ID, password or account at any time without the express permission and consent of Geosoft. Geosoft cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Privacy

Geosoft’s Privacy Policy applies to use of Oasis montaj software, and its terms are made a part of these Terms of Service by this reference. To view Geosoft’s Privacy Policy, go to www.geosoft.com/privacy.

Disclaimers

GEOSOFT does not warrant that the functions contained in the Software or Service will meet my requirements or will operate in the combinations which may be selected for use by me, or that the operation of the Software or Service will be uninterrupted or error free or that all program defects will be corrected.

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except where prohibited by law, in no event will Geosoft be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Geosoft has been advised of the possibility of such damages.

You agree to accept responsibility for the use of the Software or Service to achieve my intended results, and for the results obtained from use of said Software or Service. You therefore accept complete responsibility for any decision made based on your use of the aforementioned Software or Service.

In no event shall GEOSOFT, or its licensor(s) be liable for any damages, or loss of any kind, whether special direct, indirect, incidental or consequential, arising from use of, or performance or non-performance of the Software or Service including but not limited to any lost profits, lost savings or other consequential damages, or liability for use of the Software or Service in a high-risk activity. Even if GEOSOFT has been advised of the possibility of such damages, or for any claim against me by any other party.

Indemnity

You agree to indemnify and hold Geosoft, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Geosoft by any third party due to or arising out of or in connection with your use of the Software or Service.

Violation of These Terms of Use

Geosoft may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Software or Service, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Geosoft’s rights or property, or the rights or property of visitors to or users of the Service, including Geosoft’s customers. Geosoft reserves the right at all times to disclose any information that Geosoft deems necessary to comply with any applicable law, regulation, legal process or governmental request. Geosoft also may disclose your information when Geosoft determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that Geosoft may preserve any transmittal or communication by you with Geosoft through the Software or Service offered, and may also disclose such data if required to do so by law or Geosoft determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Service, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Geosoft, its employees, users of the Service, and the public.

You agree that Geosoft may, in its sole discretion and without prior notice, terminate your access to the Service and/or block your future access to the Service if we determine that you have violated these Terms of Service or other agreements or guidelines which may be associated with your use of the Service. You also agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice, and will cause irreparable harm to Geosoft, for which monetary damages would be inadequate, and you consent to Geosoft obtaining any injunctive or equitable relief that Geosoft deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Geosoft may have at law or in equity.

You agree that Geosoft may, in its sole discretion and without prior notice, terminate your access to the Service, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Service offered, or (4) unexpected technical issues or problems.

If Geosoft does take any legal action against you as a result of your violation of these Terms of Service, Geosoft will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Geosoft. You agree that Geosoft will not be liable to you or to any third party for termination of your access to the Service as a result of any violation of these Terms of Service.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the software or service, including all disputes, will be governed by the laws of Canada and by the laws of the Province of Ontario without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the provincial and federal courts in Toronto, Ontario, and waive any objection to such jurisdiction or venue. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Geosoft and you arising out of or in connection with your use of the software or service, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Maintenance

Geosoft may interrupt the Service to perform maintenance on hardware/software or to address and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by third parties. Geosoft will exercise reasonable efforts to inform Customer before interrupting the Service and to repair the Service promptly.

Force Majeure

Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.

General

Title and intellectual property rights to the Software or Service and all components thereof are owned by Geosoft and its licensors. Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Software or Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. Without limiting the generality of the foregoing, Customer will not reproduce, reverse engineer, decompile, or disassemble the Software. The logos, service marks, trademarks, and patents displayed on Geosoft’s software and through the Software or Service belong to Geosoft and its licensors.

Geosoft reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Service, at any time. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the Software and Service following the posting of changes will mean that you accept and agree to the changes.

If any of the provisions of these Terms of Service are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Service, so that these Terms of Service shall remain in full force and effect. These Terms of Service constitute the entire agreement between you and Geosoft with regard to your use of the software or service, and any and all other written or oral agreements or understandings previously existing between you and Geosoft with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase agreement you enter into with Geosoft, Geosoft will not accept any counter-offers to these Terms of Service, and all such offers are hereby categorically rejected. Geosoft’s failure to insist on or enforce strict performance of these Terms of Service shall not be construed as a waiver by Geosoft of any provision or any right it has to enforce these Terms of Service, nor shall any course of conduct between Geosoft and you or any other party be deemed to modify any provision of these Terms of Service. These Terms of Service shall not be interpreted or construed to confer any rights or remedies on any third parties.

Geosoft provides access to Geosoft international data and, therefore, may contain references or cross references to Geosoft products, programs and services that are not announced in your country. Such reference does not imply that Geosoft in your country intends to announce such products, programs or services.

Feedback and Information

Any feedback you provide about this product or service shall be deemed to be non-confidential. Geosoft shall be free to use such information on an unrestricted basis.

If you have any questions concerning the use of Geosoft’s Oasis montaj products and services, contact Geosoft at info@geosoft.com.

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