Geosoft VALEM Earth Modelling Terms of Service

GENERAL

BY ACCEPTING THIS 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 THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT 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 SERVICES.

Description of Service

Voxel Assisted Layered Earth Modelling, VALEM, is a Geosoft geophysical inversion service accessed through GM-SYS 3D. Starting from a GM-SYS 3D model containing a salt unit and the observed set of gravity measurements the VALEM Earth Modelling service modifies the base of salt geometry for the model.  The modified base of salt can then be incorporated back into the GM-SYS 3D model. A VALEM subscription is purchased from Geosoft and is associated with a Geosoft ID account.

DEFINITIONS

"Service" refers to VALEM or the VALEM Earth Modelling inversion service described in the Description of Service.

“VALEM Subscription” refers to a bi-monthly or annual entitlement to use Geosoft’s VALEM Earth Modelling Service for a fixed period of time and fixed level of service. The current service allows models to a maximum of 500X500 cells. There are no specific limits to the number of inversions that may be sent to the service during the subscription period.  We reserve the right to limit the service to a reasonable use.

"Reasonable use" refers to the expectation of use of the service during the subscription period. The service is designed for project based work and we recognize that the number of inversions required will vary by project.  To best ensure that all clients have the ability to access the service, we reserve the right to limit the service. 

"Users" means individuals who are authorized by You to use the Service, for whom VALEM Subscriptions have been purchased. Users may include but are not limited to Your employees, consultants, contractors and agents.

"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.

"Your Data" means all electronic data or information submitted by You to the purchased Service.

Service Levels

Geosoft will not be liable for Service interruptions or any other Service failures. In the event of hardware failure: (i) Geosoft will make reasonable efforts to recover lost data, upon Customer’s request, but data-recovery is not guaranteed; and (ii) Geosoft may provide refunds of VALEM Subscriptions on a case by case basis and on discussions with your Geosoft Account Executive. In the event that Customer is dissatisfied with the Service, and an equitable solution cannot be reached, Customer’s sole remedies are the termination of this Agreement and/or to stop using the service.

Maintenance

Geosoft may interrupt Service to perform maintenance on VALEM 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 Service and to repair the Service promptly.

Security

A secure user login and password (using a Geosoft ID) is required for identification and rights authentication to the VALEM Service. The Oasis montaj client preprocesses the VALEM input and compresses the data as a VALEM Binary object.

Geosoft sends Binary object data to/from Microsoft Windows Azure (Geosoft Cloud) using an SSL (128-bit) encrypted pipe (HTTPS). Inside the Azure platform Geosoft relies on the Microsoft Azure security (an in depth paper is available here: http://go.microsoft.com/?linkid=9740388). Geosoft uses the Microsoft Azure facility located within the continental USA (Chicago, Illinois).

Geosoft requires the service/client to be able to read/write the VALEM Binary object files only. Geosoft caches the input model data and modelling results for increased performance. The data caches are deleted once an appropriate amount of time is reached and the job is complete. 

Privacy

Geosoft’s Privacy Policy applies to use of this Service, and its terms are made a part of these Terms of Service by this reference. To view Geosoft’s Privacy Policy, click here: www.geosoft.com/privacy. Additionally, by using the Service, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. All communication (your data uploaded and the resultant inversion result) between the client system and the Service is over HTTPS which is encrypted using the Secured Sockets Layer (SSL).

Disclaimers

GEOSOFT DOES NOT PROMISE THAT THE SERVICE OR ANY CONTENT OR FEATURE OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SERVICE WILL PROVIDE SPECIFIC RESULTS, OR THE ACCURACY, COMPLETENESS, AND USEFULNESS OF THE SERVICE. THE SERVICE IS DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION PROVIDED ON THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. GEOSOFT DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES AND CONDITIONS OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GEOSOFT DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF ANY GEOSOFT SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICE. YOUR SOLE REMEDY AGAINST GEOSOFT FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. 

Geosoft reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Service, for any reason; (2) to modify or change the Service, or any portion of the Service, and any applicable policies or terms; and (3) to interrupt the operation of the Service, or any portion of the Service, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

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.

If, notwithstanding the other provisions of these Terms of Service, Geosoft is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Service, Geosoft’s liability shall in no event exceed the greater of (1) two times the price of the service, or (2) CDN$10,000.

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 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 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 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.

Miscellaneous

(a) Title and intellectual property rights to the 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 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, and trademarks displayed on Geosoft’s software and through the Service belong to Geosoft and its licensors. 

(b) You shall not (i) permit any third party to access the Service, (ii) create derivate works based on the Service, (iii) copy, frame or mirror any part or content of the Service, (iv) reverse engineer the Service, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Service.

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.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein 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 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.

If you have any questions concerning the use of the VALEM Earth Modelling service or Geosoft’s products and services, contact Geosoft at info@geosoft.com.

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