Digital Core Table and RMSP | Last updated: October 3, 2026
IMPORTANT. READ CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. BY SELECTING “I ACCEPT”, CREATING AN ACCOUNT, OR ACCESSING, DOWNLOADING OR USING ANY PART OF THE PLATFORM, YOU AGREE TO THESE TERMS ON BEHALF OF THE CUSTOMER. IF YOU ACCEPT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND IT. IF YOU DO NOT AGREE, OR DO NOT HAVE THAT AUTHORITY, SELECT “I DO NOT ACCEPT” AND DO NOT ACCESS OR USE THE PLATFORM. IF YOUR ORGANIZATION HAS SIGNED A WRITTEN AGREEMENT WITH GEOLOGICAI, THAT AGREEMENT PREVAILS AS SET OUT IN SECTION 2.
These Platform Terms of Service consist of Part 1 (General Terms), Schedule A (Digital Core Table Product Terms), Schedule B (RMSP Product Terms) and Schedule C (Acceptable Use Policy) (together, these “Terms”).
1.1 In these Terms:
(a) “Affiliate” means any entity that controls, is controlled by or is under common control with a party, where “control” means ownership of more than 50% of the voting securities of an entity or the power to direct its management;
(b) “Aggregated Data” means statistical or analytical data generated by GeologicAI from Client Data or concerning GeologicAI’s or Customer’s use of the Platform, in each case in anonymized and aggregated form such that it is not identifiable to Customer, its operations or any individual;
(c) “Agreement” means these Terms together with each Order;
(d) “Authorized User” means an individual employee or individual contractor of Customer whom Customer authorizes to access and use the Platform under Customer’s account in accordance with these Terms;
(e) “Client Data” means all data of any type relating to Customer’s property or operations (including its core and rock samples, drillhole, assay, geological and subsurface data, and imagery) that is uploaded to, gathered or generated in, processed by or stored in the Platform by or for Customer, but does not include Usage Data, Aggregated Data or GeologicAI Technology;
(f) “Customer” means the organization (or, if no organization is identified, the individual) that accepts these Terms or on whose behalf they are accepted;
(g) “Documentation” means the user guides, specifications, examples and other documentation for a Product that the Provider makes available;
(h) “Fees” means the fees payable for a Product as set out in an Order;
(i) “GeologicAI” means GeologicAI Inc. and, where the context requires, the applicable Provider;
(j) “GeologicAI Developments” means any invention (whether or not patentable), design, improvement, modification, concept, specification, development, computer program, algorithm, method, process, device, data, product or service that results or derives from GeologicAI’s creation, knowledge or use of Aggregated Data;
(k) “GeologicAI Technology” means the Platform, the Documentation and all other Intellectual Property owned or developed by GeologicAI or its Affiliates, together with any improvement, development or derivative of any of them, whether generated, conceived or reduced to practice by GeologicAI, Customer or both;
(l) “Intellectual Property” means all intangible or intellectual property of any kind, including software, code, databases, works of authorship, documentation, inventions, designs, processes, trade secrets, confidential information, data and know-how, whether or not patentable or registrable, and “Intellectual Property Rights” means all rights in Intellectual Property under any law anywhere in the world;
(m) “Order” means a quote, order form, statement of work, licence or sales agreement, project charter or similar document, issued or accepted by the Provider, that specifies the Products, licence types, number of Authorized Users, Subscription Term, Fees or other commercial terms for Customer;
(n) “Outputs” means models, estimates, simulations, interpretations, logs, visualizations, reports and other results generated by Customer’s use of the Platform;
(o) “Platform” means the Digital Core Table platform, the GeologicAI Online Service, the RMSP software, the AMP and DHO tools, the RMSP portal, and any other software, hosted service, portal, interface or related service that GeologicAI or its Affiliates make available under these Terms, including all updates and new versions, and “Product” means any of them;
(p) “Provider” means, for each Product, the GeologicAI entity identified as its provider in the applicable Product Terms or Order;
(q) “Product Terms” means Schedule A and Schedule B;
(r) “Software” means any component of the Platform that is downloaded or installed on Customer’s systems, including the RMSP Python package and any licence keys;
(s) “Subscription Term” means the period during which Customer is entitled to use a Product, as set out in an Order or, for trial and free access, as determined by the Provider;
(t) “Usage Data” means data and information about the access to, use, operation and performance of the Platform, including log-in records, feature usage, configuration, diagnostic, performance and error data, and licence activation and verification data, but excluding the content of Client Data; and
(u) “Written Agreement” means an agreement signed by Customer (or its Affiliate) and GeologicAI or any of its Affiliates that governs Customer’s use of a Product, including a master services agreement, project charter, intellectual property and data addendum, or software licence or sales agreement.
2.1 If Customer has a Written Agreement covering a Product, the Written Agreement prevails over these Terms to the extent of any conflict, and these Terms apply to matters the Written Agreement does not address.
2.2 Otherwise, in the event of a conflict, the following order of precedence applies: (i) the Order; (ii) the applicable Product Terms; (iii) Part 1 (General Terms); and (iv) Schedule C (Acceptable Use Policy).
2.3 Licence types, numbers of Authorized Users, Subscription Terms, Fees, support, training and deliverables are as set out in the applicable Order or statement of work. Pre-printed terms in any purchase order or other Customer document are rejected and have no effect.
3.1 Customer will provide accurate, complete and current account information and keep it up to date. Customer may designate one or more administrators to manage Authorized Users.
3.2 Each Authorized User must have unique credentials. Credentials may not be shared. Customer is responsible for maintaining the confidentiality of all credentials, for all activity under its accounts, and for each Authorized User’s compliance with these Terms. Customer will notify GeologicAI promptly of any actual or suspected unauthorized access to or use of its accounts.
3.3 The Platform is provided for business use only. Each Authorized User must be at least 18 years of age.
3.4 GeologicAI may rely on instructions given by Customer’s administrators as instructions of Customer.
3.5 Customers located in the Province of Quebec may access and use the Platform only under a Written Agreement, and not under these Terms alone.
4.1 Subject to Customer’s compliance with the Agreement and payment of all applicable Fees, the Provider grants Customer a non-exclusive, non-transferable, non-sublicensable licence, during the Subscription Term, for Customer’s Authorized Users to access and use the Products identified in the Order, in accordance with the Documentation and the applicable Product Terms, solely for Customer’s internal business purposes.
4.2 Nothing in the Agreement grants Customer any right, title or interest in the Platform or any GeologicAI Technology except the limited rights expressly set out in the Agreement. All rights not expressly granted are reserved by GeologicAI and its Affiliates.
5.1 Except as expressly permitted in a Written Agreement, Customer will not, and will not permit any Authorized User or third party to:
(a) copy, modify, adapt, translate or create derivative works of the Platform or the Documentation, except as reasonably necessary to install and use the Software within the scope of the licence;
(b) decompile, disassemble, reverse compile or reverse engineer the Platform, or otherwise attempt to discover its source code, algorithms or underlying structure;
(c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit the Platform, or make it available to any person other than Authorized Users;
(d) use the Platform as a service bureau, or to process the data of any third party for hire;
(e) circumvent, disable or interfere with any licence key, access control, usage limit or security feature of the Platform;
(f) access or use the Platform to build a competitive product or service, or to copy any ideas, features, functions or graphics of the Platform;
(g) use the Platform, the Documentation or any Outputs to develop, train or improve any software, model or service that competes with or replicates the functionality of any Product, including any machine learning or artificial intelligence model;
(h) publish or disclose the results of any benchmark, performance or comparative test of the Platform without GeologicAI’s prior written consent;
(i) frame or mirror any part of the Platform, or remove or alter any proprietary notice on it;
(j) interfere with or disrupt the integrity or performance of the Platform or the data contained in it, or attempt to gain unauthorized access to the Platform or its related systems or networks; or
(k) use the Platform in breach of applicable law or Schedule C.
6.1 Ownership. As between the parties, Customer owns the Client Data. GeologicAI acquires no rights in Client Data except as set out in the Agreement.
6.2 Licence to provide the Platform. Customer grants GeologicAI, its Affiliates and their service providers a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Client Data as necessary to provide, maintain, support and secure the Platform for Customer.
6.3 Aggregated Data and GeologicAI Developments. Customer acknowledges and agrees that GeologicAI may create Aggregated Data and GeologicAI Developments using, in part, Client Data and information derived from GeologicAI’s or Customer’s use of the Platform, and that Aggregated Data, GeologicAI Developments and all Intellectual Property Rights in them are the sole and exclusive property of GeologicAI. GeologicAI has sole discretion to deal with Aggregated Data and GeologicAI Developments, and may develop and commercialize them without notice to Customer. Customer has no claim to compensation for that development or commercialization. Examples of these uses include optimizing, calibrating and performing services; research and development; the development and improvement of the Platform and of new GeologicAI products and services; internal demand planning; and data products such as industry trends, indices and anonymous benchmarking. Customer acknowledges that GeologicAI may retain copies of Client Data, and grants GeologicAI a worldwide, royalty-free, fully paid, transferable, irrevocable, perpetual, non-exclusive licence, sub-licensable without consent, to use, copy, modify, enhance, make derivative works from and otherwise utilize Client Data, in all cases solely for the purpose of creating Aggregated Data and GeologicAI Developments.
6.4 Customer responsibilities. Customer is responsible for the accuracy, quality and legality of Client Data and represents that it has all rights, licences and consents needed to provide Client Data to GeologicAI and to grant the licences in this Section 6. Customer is responsible for maintaining its own backups of Client Data.
6.5 Personal information in Client Data. Where Client Data contains personal information, Customer is responsible for providing any required notices and obtaining any required consents. GeologicAI will process that personal information as Customer’s service provider, only to provide the Platform and as otherwise permitted by the Agreement, and will notify Customer without undue delay after becoming aware of a breach of security safeguards involving it. GeologicAI may use service providers in processing Client Data, provided they are bound by confidentiality and security obligations no less protective than those in the Agreement.
6.6 Security and confidentiality of Client Data. GeologicAI will maintain commercially reasonable administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Client Data. GeologicAI will not disclose Client Data to any third party except to its Affiliates and service providers in providing the Platform, as authorized by Customer, as permitted by Section 6.3, or as compelled by law.
6.7 Retrieval after termination. Unless a Written Agreement provides otherwise, Customer may export Client Data using the functionality of the Platform for 30 days after the end of the Subscription Term. After that period GeologicAI may delete Client Data from the Platform in the ordinary course, subject to backup cycles and to Section 6.3.
7.1 GeologicAI and its Affiliates may collect Usage Data automatically, including through the Software. Usage Data is owned by GeologicAI. GeologicAI may use Usage Data to operate, secure and support the Platform, to verify licence compliance, and to improve and develop its products and services, and may share Usage Data with its Affiliates and service providers under obligations of confidentiality. GeologicAI will not disclose Usage Data identifiable to Customer to any other third party except in aggregated or de-identified form, or as required by law. Personal information within Usage Data is handled in accordance with the GeologicAI Privacy Policy.
8.1 As between the parties, Outputs generated from Client Data belong to Customer, excluding any GeologicAI Technology. Where GeologicAI Technology is embedded in an Output, the Provider grants Customer a worldwide, royalty-free, non-exclusive, perpetual licence to use that GeologicAI Technology solely as a functional element of the Output for Customer’s own mining exploration, development and operations purposes, provided that no part of it is separated from the Output or used as a stand-alone product or tool. This licence does not give Customer any right to access the Platform after the end of the Subscription Term.
8.2 Customer is solely responsible for: (i) the configuration of appropriate computer hardware and systems; (ii) adequate backup and disaster recovery plans; (iii) the selection of qualified personnel to operate the Platform; (iv) the input of accurate data; and (v) verifying all Outputs and the completeness and accuracy of any conclusion drawn from them before relying on them for any business purpose.
8.3 Outputs are tools to support professional judgment and do not replace it. No Output is, on its own, a mineral resource or mineral reserve estimate, a technical report, or scientific or technical disclosure. Customer is solely responsible for review and approval of any Output by a qualified person or competent person under National Instrument 43-101, the JORC Code, Regulation S-K 1300 or any other applicable standard before any public disclosure or reliance.
9.1 Customer will pay the Fees and any expenses set out in the Order, in the currency and on the payment terms stated in it. Unless the Order states otherwise, Fees are payable within 30 days of the invoice date and are non-refundable.
9.2 Fees exclude all applicable sales, use, goods and services, value added, withholding and similar taxes, which Customer will pay, other than taxes on GeologicAI’s net income.
9.3 If any amount is more than 30 days overdue, GeologicAI may, after giving notice, suspend access to the affected Products until payment is received.
10.1 “Confidential Information” means all non-public information disclosed by or on behalf of a party (the “Discloser”) to the other party (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential. GeologicAI’s Confidential Information includes the Platform, the Software, the Documentation, GeologicAI Technology and the terms of each Order. Customer’s Confidential Information includes Client Data.
10.2 Confidential Information does not include information that: (i) is or becomes public through no fault of the Recipient; (ii) was known to the Recipient without restriction before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Recipient without use of the Discloser’s Confidential Information.
10.3 The Recipient will use the Discloser’s Confidential Information only to perform its obligations and exercise its rights under the Agreement, will protect it with at least reasonable care, and will disclose it only to its and its Affiliates’ employees, contractors and advisers who need to know it and are bound by obligations no less protective than this Section 10. The Recipient may disclose Confidential Information where required by law, after giving the Discloser prompt notice where legally permitted.
10.4 Customer acknowledges that the Platform and Documentation have been developed at considerable time and expense and contain trade secrets of GeologicAI. Customer will use all commercially reasonable efforts to protect them against unauthorized use, duplication or disclosure.
10.5 The obligations in this Section 10 continue for five years after termination of the Agreement, and for trade secrets, for so long as they remain trade secrets. This Section 10 does not limit Section 6.3 or Section 7.
11.1 All right, title and interest in and to the GeologicAI Technology, including all Intellectual Property Rights in it, is and will remain with GeologicAI and its Affiliates. If Customer acquires any right, title or interest in any GeologicAI Technology, Customer assigns it to GeologicAI and will cause any moral rights of its employees, contractors and consultants in it to be waived. At GeologicAI’s request and cost, Customer will deliver documents reasonably required to confirm that ownership.
11.2 If Customer or any Authorized User provides suggestions or other feedback about the Platform, GeologicAI may use it without restriction or compensation, and Customer grants GeologicAI a perpetual, irrevocable, worldwide, royalty-free licence to do so.
11.3 GeologicAI, Digital Core Table, RMSP, AMP and related names and logos are trade-marks of GeologicAI Inc. or its Affiliates. No right to use them is granted.
12.1 Each party represents that it has the authority to enter into the Agreement.
12.2 THE PLATFORM, THE SOFTWARE, THE DOCUMENTATION AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPRESSLY SET OUT IN A WRITTEN AGREEMENT, GEOLOGICAI AND ITS AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
12.3 WITHOUT LIMITING SECTION 12.2, GEOLOGICAI DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION OR ERROR, WILL BE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OUTPUT WILL BE ACCURATE OR RELIABLE, OR THAT DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GEOLOGICAI CREATES A WARRANTY.
13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GEOLOGICAI, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, PRODUCTION, DATA, GOODWILL OR BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE AGREEMENT, THE PLATFORM OR ANY OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF GEOLOGICAI AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER FOR THE PRODUCT GIVING RISE TO THE LIABILITY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. FOR TRIAL, TRAINING, EVALUATION OR OTHER ACCESS FOR WHICH NO FEES ARE PAID, THAT LIABILITY WILL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100).
13.3 THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 13 APPLY TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY FEES, CUSTOMER’S OBLIGATIONS UNDER SECTION 14, OR CUSTOMER’S LIABILITY FOR BREACH OF SECTION 5 OR SECTION 10 OR FOR INFRINGEMENT OR MISAPPROPRIATION OF GEOLOGICAI’S INTELLECTUAL PROPERTY RIGHTS.
14.1 Customer will indemnify, defend and hold harmless GeologicAI, its Affiliates and their respective directors, officers, employees, contractors, agents, successors and assigns from and against all third-party claims, actions and demands, and all related losses, liabilities, damages and expenses (including reasonable legal and accounting fees), arising out of or relating to: (i) Client Data, including any claim that Client Data infringes the rights of a third party or was provided in breach of law; (ii) use of the Platform by Customer, any Authorized User or anyone using Customer’s accounts in breach of the Agreement; or (iii) Customer’s violation of applicable law.
15.1 GeologicAI may suspend access to all or part of the Platform, for Customer or any Authorized User, immediately and without liability if GeologicAI reasonably believes that: (i) there is a threat to the security or integrity of the Platform or of other customers’ data; (ii) Customer or an Authorized User has breached Section 5 or Schedule C; (iii) suspension is required by law; or (iv) Fees are overdue as described in Section 9.3. GeologicAI will restore access once the cause of the suspension has been resolved.
16.1 These Terms take effect when accepted and continue until all Subscription Terms have ended or the Agreement is terminated as set out below.
16.2 Either party may terminate the Agreement, or an affected Order, by notice if the other party materially breaches the Agreement and does not cure the breach within 30 days after receiving notice of it.
16.3 GeologicAI may terminate the Agreement immediately by notice if Customer breaches Section 5 or Section 10, or becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, receivership or similar proceeding. GeologicAI may end trial, training, evaluation or other unpaid access at any time.
16.4 Customer may close its account at any time. Closing an account does not entitle Customer to a refund unless the Order states otherwise.
16.5 On expiry or termination: (i) all licences granted to Customer end, other than the licence in Section 8.1; (ii) Customer will stop using the Platform, uninstall and delete all copies of the Software and Documentation, and certify that it has done so if GeologicAI requests; (iii) licence keys will be deactivated; (iv) Section 6.7 applies to Client Data; and (v) all Fees accrued before termination become immediately payable.
16.6 Sections 1, 5, 6.3, 6.7, 7, 8, 10 to 14, 16.5, 16.6 and 17 to 21, and any other provision that by its nature is intended to survive, survive expiry or termination of the Agreement.
17.1 Customer will comply with all export control and economic sanctions laws of Canada and the United States that apply to the Platform, including the Export and Import Permits Act (Canada), the Special Economic Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), the Export Administration Regulations (United States) and the regulations administered by the Office of Foreign Assets Control of the United States Department of the Treasury.
17.2 Customer represents that neither it nor any Authorized User is (i) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive Canadian or United States sanctions, or (ii) named on, or owned or controlled by any person named on, any Canadian or United States list of sanctioned, denied or restricted persons. Customer will not access, use, export or re-export the Platform or any Software in breach of those laws.
18.1 GeologicAI may change these Terms from time to time. GeologicAI will give at least 30 days’ notice of any material change by email to Customer’s administrator or by notice in the Platform. Changes take effect at the end of the notice period, and continued use of the Platform after that date constitutes acceptance. A material change will not apply to a paid Subscription Term already in effect until that Subscription Term renews, unless the change is required by law or is needed to address a security risk.
19.1 The parties will first attempt to resolve any dispute arising out of or relating to the Agreement (a “Dispute”) through good faith negotiation between senior representatives for a period of 30 days after either party gives notice of the Dispute.
19.2 Any Dispute not resolved under Section 19.1 will be submitted to and finally settled by arbitration before a single arbitrator. The place of arbitration will be Calgary, Alberta. The arbitration will be conducted in English in accordance with the Arbitration Act (Alberta), and hearings may be held by videoconference. The decision of the arbitrator will be final and binding on the parties, with no appeal. The arbitration and its outcome will be kept confidential, except as needed to enforce an award.
19.3 Nothing in this Section 19 prevents either party from seeking immediate injunctive or other interim relief from any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information, or to preserve the status quo pending resolution of a Dispute, or prevents GeologicAI from bringing an action in court to collect unpaid Fees.
20.1 The Agreement is governed by and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to any conflict of laws rules that would apply a different body of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.1 Notices. Notices to GeologicAI must be in writing and delivered to GeologicAI Inc., 7745 66 Street SE, Calgary, Alberta T2C 5S9, Canada, Attention: Legal, with a copy by email to [legal@geologicai.com]. GeologicAI may give notices to Customer electronically to the email address associated with Customer’s account or by notice in the Platform, and those notices are effective when sent.
21.2 Assignment. Customer may not assign, transfer or delegate the Agreement or any of its rights or obligations, whether voluntarily, by operation of law or otherwise, without GeologicAI’s prior written consent. GeologicAI may assign the Agreement, in whole or in part, to an Affiliate or to a successor to all or part of its business, without consent. Any other purported assignment is void.
21.3 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control.
21.4 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.
21.5 Severability and waiver. If any provision of the Agreement is found invalid or unenforceable, it will be severed or limited to the minimum extent necessary and the remainder will remain in effect. A waiver is effective only if in writing, and no waiver of a breach is a waiver of any other or later breach.
21.6 Entire agreement. Subject to Section 2, the Agreement and the GeologicAI Privacy Policy are the entire agreement between the parties concerning its subject matter and supersede all prior agreements, representations and understandings relating to it.
21.7 Electronic acceptance. Customer’s electronic acceptance of these Terms has the same effect as a signature. GeologicAI’s records of acceptance, including the identity of the accepting user, the time of acceptance and the version accepted, are evidence of the Agreement.
21.8 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. References to Sections are to Sections of Part 1 unless otherwise stated.
21.9 Language. The parties have expressly required that the Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais.
A1.1 The Provider of the Digital Core Table platform and the GeologicAI Online Service is GeologicAI Inc.
A1.2 The Digital Core Table platform is GeologicAI’s proprietary software and technology platform for the interactive viewing, analysis and interpretation of mineral core holdings and related data, including data collected by GeologicAI’s scanning systems and sensors. The GeologicAI Online Service is the web-based, hosted service through which the Digital Core Table platform is provided.
A2.1 Where Customer receives scanning or other services from GeologicAI under a Written Agreement, the Written Agreement (including any intellectual property and data addendum) governs the ownership of deliverables and Client Data generated in the course of those services, and prevails over these Terms.
A3.1 Customer may permit individuals employed or engaged by a third-party service provider of Customer (such as a consulting geologist or laboratory) to access the Digital Core Table platform as Authorized Users, solely to provide services to Customer in relation to Customer’s Client Data, provided that Customer has bound that service provider in writing to obligations no less protective of GeologicAI than these Terms.
A3.2 GeologicAI may require any such service provider to accept separate service provider access terms before access is provided. Access by a service provider ends automatically when Customer withdraws its authorization or when Customer’s Subscription Term ends. Customer remains responsible for the acts and omissions of its service providers.
A4.1 Customer may access the Digital Core Table platform and the GeologicAI Online Service only during the Subscription Term. Section 8.1 of Part 1 does not grant any right to access the Platform after the Subscription Term ends.
B1.1 The Provider of RMSP, AMP and DHO is Resource Modeling Solutions Ltd., a GeologicAI company (“RMS”).
B1.2 RMSP (the Resource Modeling Solutions Platform) is a suite of software tools, examples and Documentation for geological data analysis and the geostatistical estimation and simulation of geological properties across a sub-surface volume. The RMSP portal is used to manage licences and to obtain the Software and Documentation.
B2.1 RMS may grant the following licence types, as identified in the Order or, for Trial and Training Licences, by RMS when access is granted:
(a) Commercial Licence: a licence for use in Customer’s business operations, on the terms, number of Authorized Users and Subscription Term set out in the Order;
(b) Trial Licence: a licence for Customer’s internal evaluation of RMSP only, and not for production or commercial use, for the trial period stated by RMS or, if no period is stated, 30 days; and
(c) Training Licence: a licence for a named Authorized User solely for training and education purposes in connection with an RMS training course or program, for the period stated by RMS.
B2.2 Unless the Order states otherwise, each licence is granted to a named Authorized User and may not be shared or used concurrently by any other individual.
B3.1 The Software is designed for use with the operating systems and environments specified in the Documentation and requires an appropriately configured computer system. Customer is responsible for meeting those requirements and for the matters set out in Section 8.2 of Part 1.
B4.1 The Software may use licence keys and may communicate with RMS licence servers to activate and verify licences. Customer will not circumvent, disable or tamper with any licence key or verification mechanism.
B4.2 On at least 15 days’ notice, and not more than once in any 12-month period, RMS or its independent auditor may verify Customer’s compliance with the licence scope, during normal business hours and in a manner that does not unreasonably interfere with Customer’s operations. If a verification reveals use beyond the licensed scope, Customer will pay the applicable Fees for that use and, if the underpayment exceeds 5%, the reasonable costs of the verification.
B5.1 In addition to Section 5 of Part 1, and unless a Written Agreement expressly permits otherwise, Customer will not use the Software or Documentation to process the data of any third party for hire, or to provide consulting, modelling or estimation services to any third party, and will not include any part of the Software in any other software or work.
B6.1 When a Trial Licence, Training Licence or Subscription Term ends, the related licence keys will be deactivated and Section 16.5 of Part 1 applies.
B7.1 For all use of RMSP, AMP and DHO from the date these Terms are accepted, these Terms replace the Resource Modeling Solutions End User License Agreement and the Resource Modeling Solutions Portal Terms and Conditions, each last updated January 9, 2023. Any licence purchased under a Written Agreement continues to be governed by that Written Agreement as set out in Section 2 of Part 1.
C1. This Acceptable Use Policy applies to all use of the Platform. Customer and its Authorized Users will not use the Platform to:
(a) upload, store or transmit any content that is unlawful, infringing, defamatory, obscene, threatening or harassing, or that Customer does not have the right to provide;
(b) upload, store or transmit any virus, malware or other harmful or disruptive code;
(c) conduct any security, vulnerability or penetration test of the Platform, or probe, scan or attempt to breach any security or authentication measure, without GeologicAI’s prior written consent;
(d) place an unreasonable or disproportionate load on the Platform’s infrastructure, or use automated means to access the Platform except through interfaces provided by GeologicAI for that purpose;
(e) share credentials, or access the Platform using another person’s credentials;
(f) access any data or account that Customer is not authorized to access;
(g) mine cryptocurrency or run any process unrelated to the intended use of the Platform;
(h) upload sensitive personal information (such as health, financial or government identification information) that is not required for Customer’s use of the Platform; or
(i) breach any applicable law, including export control and sanctions laws.
C2. GeologicAI may remove content, or suspend access under Section 15 of Part 1, in response to any breach of this Acceptable Use Policy.