Terms of Service

This is a legally binding agreement between you (“you” or “User“) and Geo Logic Systems Ltd. and its affiliated companies including Evaluate Energy Ltd. and DOB Media (“We“, “Our” or “Geologic“).

1. Acceptance of Terms of Service

In exchange for the rights granted to you in the following site terms of service (“Terms of Service“) below, together with the Legal Notice located HERE (collectively the “Terms & Conditions“) you agree to adhere to the obligations within this document governing your access to and use of this Site and Site Content (both as defined below) including the obligation to use the Site and Site Content solely for your own non-commercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity.

If you are an employee of a company accessing this site under a separate corporate license, then the corporate license shall prevail, however Articles 1, 6, 8, and 12.3 of these Terms of Service reflect your obligations under that corporate license.

IF YOU DO NOT ACCEPT & AGREE TO COMPLY WITH THESE SITE TERMS OF SERVICE, YOU ARE NOT AUTHORIZED TO ACCESS THIS SITE OR USE THE SITE CONTENTS AND YOU MUST CEASE USE OF THE SITE IMMEDIATELY.

By using or accessing (either by computer, e-reader, mobile or other electronic device now or hereafter devised) any Geologic Site or any products, content or other services available on a Site, you agree to be bound by the Terms & Conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with any particular Site or Service (as defined below), all as may be modified by Geologic in accordance with these Terms & Conditions.

2. Changes to Terms of Service

This is a legally binding agreement between Geologic and you with respect to your access to and use of this Site and Site Content and can only be modified with our written consent. We reserve the right to amend, remove or add to these Terms of Service at any time without providing any prior notice to you. Any changes to these Terms of Service will be effective from the time that the revised version of these Terms of Service is posted. Notwithstanding the foregoing, in the case of any conflict between your Subscription Agreement (as defined below) and these Terms of Service, the Subscription Agreement shall prevail.

3. Definitions

The following capitalized terms will have their respective meanings as set forth below.

3.1. “AI” means any computer system, existing or hereafter developed, and any functional equivalents, regardless of the underlying technology, that is designed to operate with varying levels of adaptability and autonomy using machine and human-based inputs to generate outputs, such as content, predictions, recommendations, or decisions for a given set of objectives.

3.2. “Data” has the meaning set forth in Article 7.3.

3.3. “Derivative Work” means any work, including reports, analyses, algorithms, interpretations, images and visualizations (including maps), that makes use of the Subscriber’s know-how and is developed by or on behalf of Subscriber through the use of the Service and does not consist solely or largely of Proprietary Information. “Derivative Work” specifically should not and does not include (a) any result generated through the use of any form of AI applied to the Proprietary Information, or (b) any Proprietary Information in unmodified form, or (c) that portion of work containing Proprietary Information in unmodified form. For clarity, reformatting the structure of the Proprietary Information does not create a Derivative Work.

3.4. “Excluded Data” has the meaning set forth in Article 8.8.

3.5. “Marks” means the domain names, copyrights, trademarks, service marks, trade names, trade dress, and logos of Geologic or the respective Suppliers which are contained or displayed as part of the Site Content.

3.6. “Proprietary Information” means the data and information which have been directly acquired or created by Geologic through processes which are proprietary to Geologic or Geologic trade secrets and compiled into Geologic’s proprietary databases and associated graphic or document files. Individual data and information supplied by Suppliers is provided to Geologic for inclusion in the compilation database under license and is deemed a component of Proprietary Information. All Proprietary Information is copyright © Geologic and/or the respective Supplier. For clarity, Proprietary Information shall not be used by you to train any AI.

3.7. “Registered User” means you, a person who has registered their email address and specific personal information which we will use in accordance with our Privacy Policy.

3.8. “Service” means any technology used to analyse, filter, present and/or deliver Site Content.

3.9. “Site” means any Geologic website, mobile enabled website, or mobile application including this Site. A Site consists of Site Content and Service(s).

3.10. “Site Content” means all of the content the Site contains, or may in the future contain, including but not limited to Proprietary Information, Data, text, content, photographs, video, audio and graphics, goods, designs, information, applications, software, music, audio files, articles, directories, guides, photographs as well as the copyrights, Marks, code, patents and/or any other form of intellectual property, whether viewed or downloaded as contemplated in Article 7.3.

3.11. “Subscribed User” means a Registered User who has paid a Subscription Fee which grants access to additional Site Content and additional functionality. If the Subscribed User has entered into a Subscription Agreement, the terms of that Subscription Agreement may provide for additional rights and obligations in lieu of, or in addition to, these Terms of Service.

3.12. “Subscriber” means a business entity responsible for one or more Subscribed Users under a Subscription Agreement.

3.13. “Subscriber Data” means all information processed or stored through the Service by Subscriber or on Subscriber’s behalf.

3.14. “Subscription Agreement” means a written and mutually signed license agreement between Subscriber and Geologic. There is a Subscription Fee associated with a Subscription Agreement.

3.15. “Subscription Fee” means the fees per Subscription Period set forth on either (a) the Subscription Agreement, or (b) upon registration for a non-free User Account (a Subscribed User).

3.16. “Subscription Period” means the period of time identified in a current, fully paid-up Subscription Agreement or Subscription Plan.

3.17. “Subscription Plan” means a defined selection of Site Content made available to the Registered User. A Subscription Plan may have no Subscription Fee (a “Starter Plan”) or may have a Subscription Fee which makes additional Site Content and Services available to the Subscribed User over a defined period of time (a Paid Subscription Plan). There is a specific Subscription Fee associated with each Paid Subscription Plan.

3.18. “Supplier” means any third party who provides or licenses to Geologic any programs, services, tools, materials, or information used in the provision of Site.

3.19. “User Account” means your Site login name and password. Your User Account is personal to you and must not be shared with anyone else.

4. User Registration and Security Obligations

4.1. Registration. As a Subscribed User you will be required to establish an account or otherwise register to participate in Services on the Site. When you provide registration information, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the applicable Services’ registration form (such information collectively being the “Registration Data“); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your User Account and refuse any and all current or future use of the Services (or any portion thereof). During registration, you may be asked to provide an e-mail address and to create your own password. Your e-mail address will become your Site login name. Geologic reserves the right to review any User Account, and, at Geologic’s sole discretion, to terminate any User Account found to belong to, or be used by, a competitor to Geologic.

4.2. User Credential Security. Your User Account is personal to you and must not be shared with anyone. Only you may use your User Account. You must keep your User Account confidential and not authorize any third party to access or use the Site on your behalf. You also agree not to use another User’s username and password. You must contact Geologic immediately if you suspect misuse of your User Account or any security breach in the Site. You are responsible for all activity that takes place with your User Account.

4.3. Geologic’s Right to Remove. Geologic cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Geologic reserves the right to delete or change (with suitable notice) a User Account at any time and for any reason.

4.4. Security Requirements. Subscriber will refrain and will ensure that its Subscribed Users that access the Site refrain, from interfering or attempting to interfere with the normal operation of the Services, including altering, corrupting, or re-configuring the Services or Site. Subscriber will employ suitable and customary access procedures to prevent any harm to the Services or Site.

5. Fees and Payments

5.1. Subscription Fees. The Site Content and Services are available to Registered Users under Subscription Plans that provide access to various features based on the selected Subscription Plan. If you have selected a Paid Subscription Plan, you will have access to additional features not available in the Starter Plan. Payments for non-enterprise Paid Subscription Plans can only be made by Credit Card and are pre-paid. Paid Subscription Plans may have a monthly or annual Subscription Period. Your subscription will be automatically renewed at the end of each Subscription Period unless you downgrade to a Starter Plan or inform us that you do not wish to renew. At the time of automatic renewal, the Subscription Fee will be charged to the Credit Card last used by you. You have the option to change the payment details if you prefer to use a different Credit Card for the renewal. If you do not wish to renew the subscription, you must inform us at least seven (7) days before the renewal date. If you have not downgraded to a Starter Plan and have not informed us that you do not wish to renew, you will be presumed to have authorized us to charge the Subscription Fee to the Credit Card last used by you.

5.2. Subscription Fee Increases. From time to time, we may (a) change the price of any Subscription Plan or (b) charge for Site Content which is currently free. Upon the effective date of 5.2(b) such affected Site Content will be removed from the Starter Plan. If you have a Paid Subscription Plan, any increase in charges will not apply until the end of your current Subscription Period. You will not be charged for using any Service unless you have opted for a Paid Subscription Plan.

5.3. Taxes. Subscription Fees exclude all taxes (e.g., value added, withholding, excise, sales). Applicable taxes will be noted on invoices and are payable by you.

5.4. Enterprise Plans. Enterprise plans are governed by the terms and conditions of the Subscription Agreement.

6. Site Access and Usage

6.1. Site Access Obligations. You access the Site with your User Account. You agree that you shall:

6.1.1. hold the Site in confidence and implement security measures to ensure there is no unauthorized Disclosure of the Site; and

6.1.2. change your User Account password when requested by Geologic.

6.2. Usage Obligations. By using the Site, you represent and warrant that your use of the Site will not violate any applicable law or regulation. In addition, you will NOT:

6.2.1. use any robot, spider, other automatic device, or manual process to monitor or copy or access the Site; or

6.2.2. disassemble, decompile or reverse engineer this Site or its Content; or

6.2.3. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, including but not limited to uploading malware or viruses to the Site; or

6.2.4. attempt to hack, defeat, or overcome any encryption technology or security measures regarding this Site or Geologic’s other systems or those of any third party, or gain any unauthorized access to any systems or accounts; or

6.2.5. take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or

6.2.6. use the Site for any illegal or unauthorized purpose; or

6.2.7. remove any trademark or copyright notices contained in this Site or its Content; or

6.2.8. upload, post or transmit any content that is unlawful, defamatory, abusive, harassing, threatening, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy rights of any person; or

6.2.9. use this Site in a way that will adversely affect us or reflect negatively on us, any of Geologic’s goodwill, name or reputation.

6.3. Links. We may provide links to other sites for your convenience. These sites are independent from our Site and we do not endorse, control or make any representations, warranties or conditions concerning their contents or links. It is your responsibility to verify any information contained within linked sites before relying on it. Also, the information contained in the links may be deleted, changed or updated at any time without notice. Your choice to click on any link is therefore made at your own discretion and risk and we accept no liability for any linked sites. You must also take your own precautions to ensure what is selected for use is free from any viruses, worms, Trojan horses or other malware or items of a destructive nature. Linked sites may have their own terms and conditions that you should locate and review.

6.4. Changes to the Site. Geologic may change the Site or Proprietary Information to add or modify functionality of the Site Content at any time for any reason.

7. License Grant, Permitted Use, Restrictions

7.1. Non-Exclusive License to Proprietary Information. All Site Content available on a Site, including the manner in which such Site Content is presented, and the Services are Copyright Geologic Systems Ltd. and its affiliated companies including Evaluate Energy Ltd. and JWN Media, their related companies, unaffiliated partners and/or licensors, with All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. Geologic grants to you a revokable, limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Proprietary Information during the Subscription Period solely for your personal or internal business use as stipulated in these Terms of Service (the “Permitted Use“) and only for as long as you have an active User Account to the Site. All proprietary notices, including copyright and trademark notices, must remain intact on all copies of the Proprietary Information. Copies of the Proprietary Information created or transferred pursuant to these Terms of Service are licensed, not sold, and you receive no title to or ownership of any copy or of the Proprietary Information itself. Furthermore, you receive no rights to the Proprietary Information other than those specifically granted in this Article. Geologic grants this license under copyright and also, solely to the extent necessary to exercise such rights, under patent and any other applicable intellectual property rights.

7.2. Permitted Use of Proprietary Information. Subject to the restrictions as provided in Article 7.5, your use of Proprietary Information is limited to personal or internal business purposes as expressly permitted herein. You may use the Proprietary Information solely to use and display on your computer or other electronic access device, the Site Content and Services for your own personal or business use, including the creation of Derivative Work, provided that you do not modify the Site Content and that you maintain all Marks and other proprietary notices.

7.3. Downloads. Certain Services may allow you to download data or other forms of Site Content subject to the restrictions as provided in Article 7.5, including files, images and/or data incorporated therein (collectively, “Data“). The Data is made available to you by Geologic or third parties subject to these Terms of Service and the Terms & Conditions made available to you during the download process. You agree that the Data is licensed to you by Geologic or third parties for your personal use only and provided that you do not modify the Data and that you maintain all copyright and other proprietary notices and that Geologic or the designated third parties retain full and complete title to the Data and all Intellectual Property Rights therein. You may not commercialize, redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Data to a human-readable form made available to a third party. You agree that it is your responsibility to review and evaluate the Data and the related Terms & Conditions, and that all risk associated with the use of, or reliance on, the Data rests with you. You further agree that Geologic, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Data, including the failure of the Data to meet your needs, standards, expectations or specifications.

7.4. Export Restrictions. Geologic Sites and/or Services and software derived from Geologic Sites and/or Services may be further subject to certain Canadian and United States export controls. No Data from any Geologic Site or Service may be downloaded or otherwise exported or re-exported into (or to a national or resident of) any country prohibited by such export controls or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Geologic Sites, Services or any Data derived therefrom, you acknowledge that it is your responsibility to determine the applicability of and the compliance with, any export controls and you hereby represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list referred to above in respect of any applicable export control.

7.5. Restrictions on Use. Permitted Use does not include the right to, and you may not:

7.5.1. use the Site Content to train any AI; or

7.5.2. reproduce, retransmit, distribute, sell, publish, communicate, broadcast, modify, adapt, decompile, reverse engineer, disassemble, or otherwise make available any of the Site Content obtained through a Site or any of the Services, including without limitation, by caching, framing, deep-linking or similar means; or

7.5.3. use, transfer, distribute, or dispose of any information contained in the Site Content in any manner to compete with or disrupt the business of Geologic or any of its Suppliers, or to develop products or services that compete with the Site or any portion thereof; or

7.5.4. use the Site Content to construct a database of any kind. Nor may the Site Content be stored (in its entirety or in any part) in databases for access by you or any third party or to distribute any database services containing all or part of the Site Content. You may not use any data extracted from the Site Content in any way to improve the quality of any data sold or contributed by you to any third party; or

7.5.5. use any of the Marks in any manner which creates the impression that such items belong to or are associated with you or are used with Geologic’s consent, or in any manner that suggests association with Geologic or its affiliates without explicit prior written consent, and you acknowledge that you have no ownership rights in and to any Marks; or

7.5.6. use the Site for illegal purposes. You will not nor will you cause or permit any person to use the Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Geologic or its Suppliers.

7.6. For the avoidance of doubt, any license granted under these Terms of Service shall be revoked upon termination of your User Account or any applicable Agreement.

8. Subscriber Data

8.1. Management of Subscriber Data. Certain Subscriptions may offer the Subscriber an option to upload Subscriber Data to the Service to be used in conjunction with the Proprietary Information. If your Subscription includes this option then this Article applies to you. The provisions below of this Article are subject to applicable law, including Privacy/Security Laws.

8.2. Limited Use. Geologic shall not: (i) access, process, or otherwise use Subscriber Data other than as necessary to facilitate the Service; or (ii) give Subscriber Data access to any third party, except Geologic’s subcontractors that have a need for such access to facilitate the Service and are subject to a reasonable written agreement governing the use and security of Subscriber Data. Further, Geologic shall exercise reasonable efforts to prevent unauthorized disclosure or exposure of Subscriber Data.

8.3. Required Disclosure. Notwithstanding the provisions of this Article, Geologic may disclose Subscriber Data as required by applicable law or by proper legal or governmental authority. Geologic shall give Subscriber prompt notice of any such legal or governmental demand and reasonably cooperate with Subscriber in any effort to seek a protective order or otherwise to contest such required disclosure, at Subscriber’s expense.

8.4. Risk of Exposure. Subscriber recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Service, Subscriber assumes such risks. Geologic offers no representation, warranty, or guarantee that Subscriber Data will not be exposed or disclosed through errors or the actions of third parties.

8.5. Additional Fees. Subscriber recognizes and agrees that Geologic may charge additional fees (without limitation) (a) for activities (if any) required by Privacy/Security Laws and (b) for activities Subscriber requests to help it comply with Privacy/Security Laws.

8.6. Data Accuracy. Geologic will have no responsibility or liability for the accuracy of data uploaded to the Service by Subscriber, including without limitation Subscriber Data and any other data uploaded by Users.

8.7. Erasure. Geologic may permanently erase Subscriber Data if Subscriber’s account is delinquent, suspended, or terminated for thirty (30) days or more, without limiting Geologic’s other rights or remedies.

8.8. Excluded Data. Subscriber warrants that (a) it has not and will not transmit Excluded Data (as defined below), or permit transmission of Excluded Data, to Geologic or its computers or other media and, (b) to the best of its knowledge, Subscriber Data does not and will not include Excluded Data. Subscriber shall inform Geologic of any Excluded Data within Subscriber Data promptly after discovery (without limiting Geologic’s rights or remedies). Subscriber recognizes and agrees that: (i) the provisions of this Agreement related to Subscriber Data do not apply to Excluded Data; (ii) Geologic has no liability for any failure to provide protections in the Excluded Data Laws (as defined below) or otherwise to protect Excluded Data; and (iii) Geologic’s systems are not intended for management or protection of Excluded Data and may not provide adequate or legally required security for Excluded Data. Geologic is not responsible or liable for any data exposure or disclosure or related loss to the extent that it involves Excluded Data. (“Excluded Data” means any personally identifiable information, or any data which is not owned by the Subscriber or for which the Subscriber does not hold a valid license for such use. “Excluded Data Laws” means any law or regulation governing Excluded Data, including without limitation any law or regulation protecting privacy or security rights of Excluded Data subjects.)

9. User Account Termination

9.1. Agreement Expiry. Upon the termination of the Subscription Agreement all Subscribed User Accounts shall be terminated.

9.2. User Inactivity. Unpaid User Accounts may be terminated after 3 months of inactivity or later as determined by Geologic in its sole discretion.

9.3. Termination for User Conduct. Geologic reserves the right at any time to terminate your Site access for any conduct that Geologic, in its sole discretion, believes is in violation of any applicable law (including, without limitation, any reasonable belief of fraudulent or unlawful activity) or is harmful to the interests of another user, a third-party provider, a service provider, or Geologic (including, without limitation, actions or omissions that violate any term or condition of these Terms of Service) in order to protect its name and goodwill, its business, and/or other users.

9.4. Termination Obligations. Upon any User Account termination, the grant of access and right to use the Site shall terminate and you will no longer have access to the Site and Site Content. The grant of license to such Site Content including Data and any derivative works containing Data shall be terminated at that time. All Site Content and Data acquired by you through any method (including any AI output or results created from Site Content and Data) must be deleted, and you must provide us with a letter within thirty (30) days certifying that you have deleted such Site Content and Data.

10. Privacy and Registration Data Protection

10.1. Privacy Policy. Subscriber acknowledges Geologic’s Privacy Policy, and Subscriber recognizes and agrees that nothing in this Agreement restricts Geologic’s right to alter such privacy policy.

10.2. Registration Data Usage. You understand, acknowledge, and agree that the operation of the Site requires that you submit Registration Data, which we will use to enable us to provide the service. Accordingly, if you wish to access and use the service or materials of the Site, you acknowledge and agree that your acceptance of the Site Terms of Service and use of the Site will constitute your explicit acceptance of Geologic’s Registration Data collection and use practices. Our protection and use of Registration Data is covered within Our Privacy Policy. We collect and process your Registration Data when you or your employer knowingly provides it to us, such as your:

Name

Email Address

Work Phone number

10.3. Server Access Logs. We also collect usage data in the form of server and firewall logs, for product performance monitoring, or product improvement, or internal research and development. We may create derivatives of the usage data and may disclose such derivatives only in aggregated form to third parties provided that this derivative does not identify any party or that party’s business interests and in no way identifies individual, natural persons.

11. Intellectual Property

11.1. Intellectual Property Rights. This Site is the proprietary property of Geologic or our respective Licensors. All Site Content and the Marks are owned or controlled by Geologic or licensed to Geologic and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Canada, by international copyright laws, and by international conventions. All data compilations and graphic representations of the data are copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Site and the Site Terms of Service. You acknowledge that the Sites have been developed, compiled, prepared, revised, selected, and arranged by Geologic and its affiliates and subsidiaries, Suppliers, and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Geologic and the respective Suppliers. You agree to notify Geologic in writing promptly upon becoming aware of any unauthorized access or use of the Sites by any individual or entity or of any claim that the Sites infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Sites (the “Intellectual Property Rights“) shall, as between you and Geologic (acting on behalf of the Supplier), at all times be and remain the sole and exclusive property of Geologic and/or the respective Supplier. All present and future rights in and title to the Site (including the right to exploit the Site and any portions of the Site over any present or future technology) are reserved to Geologic for its exclusive use. Except as specifically permitted by the Site Terms of Service, you may not copy or make any use of the Site, Site Content or any portion thereof. Except as specifically permitted herein, you shall not use the Proprietary Information, Marks, or other Intellectual Property of the Site or Site Content, or the names of any individual participant in, or contributor to, the Site, or any variations or derivatives thereof, for any purpose, without Geologic’s prior written approval. All rights in or to the Site or Site Content or Proprietary Information or Marks not expressly granted to Subscriber are reserved by Geologic or the applicable Suppliers and there are no implied licenses.

11.2. No Transfer of Intellectual Property. You do not acquire any rights or licenses in or to the Site or Site Content, other than the limited right to utilize the Site in accordance with these Terms of Service. All right, title and interest in and to the Site, Site Content, and Proprietary Information made available through or from the Site shall remain the exclusive property of Geologic and its respective Suppliers. If you acquire Site Content from the Site, such acquired Site Content remains the property of Geologic and its respective Suppliers and is licensed to you by Geologic only for the Permitted Use in accordance with these Site Terms of Service and does not transfer any other rights to you.

11.3. No Right to Source Code. You acknowledge and agree that you do not hereunder acquire any right to source code and in no circumstance will Geologic be required to supply source code to you.

12. Disclaimers; Limitations on Liability

12.1. Disclaimer. You agree that your use of the Site and Site Content is at your sole risk and acknowledge that the Site and Site Content and anything contained within the Site and Site Content, are provided “as is” and “as available”, and that Geologic makes no warranty of any kind, express or implied, as to the Site and Site Content, including, but not limited to, merchantability, non-infringement, title, or fitness for a particular purpose or use or those arising by statute or other legal means, from a course of dealing or trade usage. Geologic does not warrant that the availability of or the functionality of the Site and Site Content will be uninterrupted or error-free, that defects will be corrected, or that the Site or the server that makes it available are free of viruses or other harmful components or that the Site, the Site and Site Content or server do not violate any patent or other Intellectual Property Rights of any person or entity. Geologic does not warrant or make any representations regarding the use or the results of the use of the Site and Site Content in terms of their correctness, accuracy, reliability, or otherwise. Geologic does not warrant that the Site and Site Content are compatible with your equipment or that the Site and Site Content, or any communication sent by Geologic or its representative, is free of errors or viruses, worms or “Trojan horses,” or any other malware or harmful, invasive, or corrupted files, and Geologic is not liable for any damage you may suffer as a result of such destructive features. You (and not Geologic) assume the entire cost of all necessary servicing, repair, or correction.

12.2. No Warranty. You agree that Geologic and its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of Geologic, its parent, or their respective affiliates, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns, or otherwise arising in connection with the Site and Site Content and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against Geologic by any other party; or (ii) any fault, inaccuracy, omission, delay, or any other failure in the Site and Site Content caused by your computer equipment or arising from your use of the Site and Site Content on such equipment. The content of other websites, services, goods, or advertisements (“Third Party Sites”) that may be linked to the Site and Site Content are not maintained or controlled by Geologic. Our provision of links to Third Party Sites is for convenience only and is not an endorsement of any information, product or service that is offered on or reached through such Third-Party Site. Geologic is not responsible for the availability, content, or accuracy of websites, services, or goods that may be linked to, or advertised on, the Site and Site Content. Geologic does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Site and Site Content; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, goods, or advertisements that may be linked to the Site and Site Content; or (c) make any endorsement, express or implied, of any other websites, services, goods, or advertisements that may be linked to the Site and Site Content. If you decide to leave this site and access the Third Party Sites, you do so at your own risk, and you should be aware that our terms and policies no longer govern. Geologic is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Site and Site Content. You understand that Geologic and/or third-party contributors to the Site and Site Content may choose at any time to inhibit or prohibit their content from being accessed under these Terms of Service.

12.3. No Engineering, Environmental, Exploration, Financial, Investment or Legal Advice. You acknowledge that: (i) this Site is provided for information purposes only and is not intended for operational, environmental, investment or trading purposes; (ii) this Site may include certain information taken from stock exchanges and other public sources from around the world; (iii) Geologic does not guarantee the sequence, accuracy, completeness, or timeliness of this Site or any information, facts, views, opinions, statements or recommendations contained in this Site or the Site; (iv) the provision of certain parts of this Site and of the Site itself is subject to the terms and conditions of other agreements to which Geologic is a party; (v) none of the information contained in this Site or on the Site constitutes a solicitation, offer, opinion, endorsement or recommendation by Geologic to buy or sell any security, or to provide legal, tax, accounting, environmental, operational or investment advice or services regarding the profitability or suitability of any security or investment; and (vi) the information provided in this Site or on the Site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Geologic, its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any loss or damage arising from or occasioned by any: (a) inaccuracies or errors in or omissions from in this Site or on the Site including, but not limited to, opinions; pricing information (including quotes and financial data); operational performance (including environmental or climate-related) claims, representations or comparisons; (b) delays, errors, or interruptions in the transmission or delivery of the Site; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of non-performance.

12.4. Limitation on Liability. These terms are governed by the Subscription Agreement.

13. Indemnification

13.1. Indemnification by Geologic. Geologic will indemnify and defend Subscriber, its Affiliates, and their directors, officers, employees, agents, and Subscriber Delegates (the “Subscriber Indemnitees“) against all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) from any Third Party Claims arising from: (a) the Services infringing a third party’s intellectual property rights; or (b) Geologic’s gross negligence, willful misconduct, or fraud, except to the extent Subscriber must indemnify Geologic for such losses under Article 13.2. Geologic shall have no obligation to indemnify the Subscriber against any Third Party Claim if such claim arises from (i) any use of the Service that is not in accordance with this Agreement or the accompanying Documentation, or (ii) any use of the Service in conjunction with products, computer systems, software, or data not supplied or expressly authorized by Geologic.

13.2. Indemnification by Subscriber. Subscriber will indemnify and defend Geologic, each Third Party Owner, their Affiliates, and their directors, officers, employees, and agents (the “Geologic Indemnitees“) against all losses from any Third Party Claims arising from: (a) Subscriber’s material breach of this Agreement; (b) Subscriber’s gross negligence, willful misconduct, or fraud; (c) use or reliance on Services or Derivatives by Subscriber, its Affiliates, licensees, sublicensees, customers, or clients; or (d) Subscriber Data infringing a third party’s intellectual property rights, except for cases (a) through (c) where Geologic must indemnify Subscriber under Article 13.1.

13.3. Third Party Infringement Claims. If a Third Party claims that a Service infringes their intellectual property rights, Subscriber must promptly notify Geologic in writing with full details. Geologic may then, at its sole discretion: (a) modify the Service to stop the infringement; (b) get a license from the Third Party to allow continued use; or (c) if neither option is possible, terminate this Agreement for the affected Service and refund Subscriber a pro rata amount of Subscription Fees, minus a reasonable amount for prior use. Geologic’s obligations here are sole only for any Third Party claims.

13.4. Indemnification Procedure. For any indemnification under this Article, the following procedure applies: the Party entitled to indemnification (the “Indemnified Party“) on account of a Third Party Claim must promptly notify the other Party (the “Indemnifying Party“) in writing of such Third Party Claim, provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. The Indemnifying Party will have the right to control the defense of such Third Party Claim. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such Third Party Claim and shall furnish to the Indemnifying Party all information reasonably available to the Indemnified Party which relates to such Third Party Claim. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided that the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim.

14. Miscellaneous

14.1. Changes to the Site. Geologic may, without advance notice to you, change the Site or add or delete Site Content at any time for any reason.

14.2. Injunctive Relief. You acknowledge and agree that any breach of any of this Site Terms of Service by you would cause irreparable harm to Geologic and the Suppliers for which damages would not be an adequate remedy. You, therefore, agree that, in the case of any breach or threatened breach by you of any of the Terms & Conditions (including these Site Terms of Service) in any manner, including any use or Disclosure of the Site or Site Content in violation of this Site Terms of Service, each of Geologic and the Suppliers will, in addition to all other remedies available to Geologic or such Suppliers, be entitled to an injunction or other equitable relief to remedy any such breach or threatened breach of this Site Terms of Service or the continuation thereof, without posting a bond and without proof of actual damages or proof that damages would not be an adequate remedy.

14.3. Assignment. Your acceptance of this Site Terms of Service is personal to you and shall not be transferred to or assigned by you. Geologic may at any time assign its rights under this Site Terms of Service or delegate, sub-let or sub-contract its rights and obligations under this Site Terms of Service to another company which is (a) an Affiliate of Geologic or (b) a successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of Geologic’s business to which this Site Terms of Service relates. In the case of such an assignment you agree that your Personal Proprietary Information shall be transferred to the assignee.

14.4. Governing Law; International Users. This Site Terms of Service is governed by the laws of the Province of Alberta. You irrevocably consent to the exclusive jurisdiction and venue of the courts in the province of Alberta in any action or proceeding arising out of or relating to access to the Site and use of any of the Site and Site Content and this Site Terms of Service. The Site is controlled, operated, and administered by Geologic from our offices within Canada. If you access the Site from a location outside Canada, you are responsible for compliance with all local laws. You agree that you will not use the Site Content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

14.5. Local Laws; Export Control. It is important to note that not all of the products, services and information made available or provided on the Sites are available in all jurisdictions outside of Canada. Please be aware of the laws of your country or that otherwise apply to you in relation to any of the matters described in the pages of the Sites. If you choose to access the Sites, you do so on your own initiative and are responsible for compliance with applicable local, national, or international laws. You may not use, export or re-export the information or any copy or adaptation thereof in violation of any applicable laws or regulations, including export laws and regulations of Canada in force from time to time.