Geolitix provides a cloud-based platform facilitating the analysis and interpretation of geophysical data. Our software generates geophysical data and maps in 2D and 3D of detected targets and geological features in the subsurface (“Services”), and those Services are accessible through our web application we offer on https://www.geolitix.com (“Platform”).
These Terms are not the only sole document that governs your relationship with Geolitix. Please read our Privacy and Cookie Policy that explains how we treat your personal data and protect your privacy. By using our Services, you agree that Geolitix can use your data in accordance with our privacy policies. If there are any conflicting terms, the privacy policy shall always prevail.

These General Terms and Conditions of Services (“Agreement”) outline the terms and conditions regarding your access and use of our Services. This Agreement forms a binding contract between each User (“you”, “your” or “your(s)”) and Geolitix Technologies INC (“we”, “us” or “our(s)”), a Canadian entity registered under the laws of British Columbia with its business registration number 738029875.

Article 1 Users

1.1. Acceptance

In order to use our Services, you must first agree to this Agreement and any other terms that may apply. Furthermore, you represent you have not previously been suspended or removed from our Services. If you do not accept this Agreement, you are not permitted to use our Services. Acceptance of this Agreement occurs by registering to our Services, and agreeing with these terms.

1.2. Legal Representative

By accepting this Agreement, you indicate agreement on your own behalf or as the legal representative of the entity you represent.

1.3. Authorised User(s)

You will be the primary user authorised by us (“Authorised User”). The rights to the Services are exclusive to one Authorised User and cannot be shared or used by a third-party company or individuals other than the Authorised User. Account sharing is prohibited; one user account corresponds to one person only.

1.4. Account protection

To safeguard your Geolitix account, you must maintain the confidentiality of your password and login credentials. You are solely responsible for all activity that occurs on your Geolitix account.

Article 2 Service and Platform

2.1. Services

This Agreement outlines the terms and conditions under which we provide subscription to, and access to, the Services and our Platform solely for Authorised Users. The meaning and scope of our Services shall always be according to the most recent definition laid down in this Agreement. Unless otherwise stipulated in this Agreement, we retain all right, title, and interest in and to our Services.

2.2. Proprietary Rights

The Service and any component thereof is exclusively owned and operated by Geolitix. The visual interfaces, design, information, data, computer code (source code and object code), products, software, services, and all other elements in and to the Service are protected by international intellectual property laws and regulations.

2.3. Warranty of Originality

We warrant and represent that we are the proprietary owners of the Services and our Platform, along with all their respective components. In addition, we represent and warrant that our Services will be its own original work, without incorporation of your software, texts, images, or any other assets created by you or third-parties, except to the extent that you consent to such incorporation in writing.

2.4. Third-Party

We may make use of third-party software libraries and/or compilers. All use of such software is always in full compliance with the respective rights of use.

2.5. No Licence

Nothing in this Agreement shall be deemed to constitute the grant of a licence of any sort or any other right in our proprietary software, patents, trade and Service marks, rights, copyrights interests, (personal) data, or any other interest in the web application or computer program, including source code, forms, schedules, manuals, other proprietary items or intellectual property utilised or provided by us in connection to this Agreement.

Article 3 User content

3.1. Generated Content and Ownership

We designed our Services and Platform to generate geological content, including but not limited to geophysical data and interpretations, maps, models, folders, data, texts, 2D and 3D models, images, and any other data rendered by our Services (“Content”). Unless otherwise indicated, each Authorised User shall retain ownership of all right, title and interest in and to any Content generated with the use of our Services.

3.2. Content Licensing

To the extent you retain ownership of all right, title, and interest in and to any Content, you shall licence the Content to us, so we are able to store, process, and transmit the Content to you. As a result, you grant to Geolitix, including our employees, affiliates, and contractors, a non-exclusive, worldwide licence to store, reproduce, process, transmit, display the Content. The licence mentioned above shall continue, also when you cease using our Services.

3.3. Content Representations and Warranties

Each Authorised User is solely responsible and liable for the Content that is generated through the use of our Services, and actions taken by any third-party based on the Content. You represent and warrant that as a User you are the creator and owner of, or have all the necessary rights, licences and permissions to distribute the Content.

3.4. Content Disclaimer

You understand and acknowledge that you are solely responsible and liable for generating the Content, and any decisions or acts taken by any third-party on the basis of the Content. We are under no duty to edit or control the Content that you or other users generate. Geolitix may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgement violates these Terms or the applicable law, or is otherwise objectionable.

3.5. Content Waiver

You agree to waive any legal, equitable rights or remedies you have or may have against Geolitix in relation to the Content. The provisions regarding Disclaimers and Indemnification in this Agreement shall apply accordingly.

3.6. Content Expiry

After a free trial or a paid subscription expires, all processed Content that was created on our Platform with the associated Geolitix account is deleted based on our retention policy. This means after your subscription has expired the Content remains accessible for ninety (90) days.

Article 4 Fair Use and Prohibited Usage

4.1. Fair Use Policy

You understand and agree that your use of our Services is subject to this Fair Use Policy, meaning you shall use our Services and Platform with all caution and in a reasonable manner. Our services are not intended for requesting more server power than is reasonable. This means you must use reasonable amounts of CPU power, data, and traffic through the use of our Platform. In case we detect unordinary large amounts of data usage, we will first contact you to discuss matters to continue our relationship. In any event, we may limit the access to your account temporarily or terminate it for an indefinite amount of time.

4.2. Prohibited Use

You may use the Services only for lawful purposes and in accordance with this Agreement. We encourage you to inform us if you believe another user has violated the terms or has otherwise engaged in illegal conduct or prohibited use(s). In the event of a violation of this subparagraph, we may seek legal action against you, including sending notice letters to you and your customers or end-users that you are unlawfully distributing data obtained from the Services.

You agree not to, and will not encourage, assist, or enable third-parties to use the Services:

• To access or copy in bulk or index any portion of the Services or develop any program or script, or another automatic process that scrapes the Services;
• To attempt to interfere with the proper functioning of the Services;
• To violate any applicable national, international, local, or state law or regulation;
• Violate any third-party intellectual property right, trade secret patent, trademark, copyright;
• Violate these terms or any other agreement, policy or rules communicated to you by us;
• To reverse engineer or decompile the Services or Platform, or any portion thereof;
• Except as expressly authorised by us, to modify, reproduce, distribute, translate, create derivative works, publicly display, sell, or in any other form exploit our intellectual property rights, trade secrets patents, trademarks and/or copyrights;
• To use our Services to transmit any computer viruses, worms, or other harmful, destructive programs, or attack the Services via a denial-of-service attack or distributed denial-of-service attack (DDoS).

Article 5 Fees

5.1. Fees

You acknowledge and agree to pay us the monthly fees for our Services we provide under this Agreement, and as set forth on the following URL: https://www.geolitix.com/pricing. All fees paid by you remain non-refundable and may include the applicable Value Added Tax (VAT). We reserve the right to amend fees and other charges for a subsequent renewal cycle.

5.2. Chargeback

If you initiate a chargeback or otherwise reverse a payment, we may, in our sole discretion, immediately terminate your account. All charges we make for purchases remain nonrefundable, and we never make refunds for partially used periods. In addition, we may retain the Content.

5.3. Upgrading subscription plans

You may upgrade your subscription. The old subscription will be cancelled on the day you sign up for a new upgraded subscription plan. The new applicable subscription fee will be charged from the same day until the end of the month. The subscription fees that already have been paid that month will be set-off against the new fees. In order to subscribe to a lower tier subscription plan you need to cancel your current subscription and when it ends you may subscribe to a new lower tier subscription plan.

Article 6 Warranties and Disclaimers

6.1. Representations and warranties

We provide our Services using a commercially reasonable level of care and expertise. However, the Services and our Platform may contain errors and/or inaccuracies that could result in system failures or the (permanent) loss of information and data. In addition, we reserve the right to amend, suspend, remove, disable access to any Services at any time without prior notice, or may remove our Services for an indefinite period of time, for which we fully disclaim our liability.

6.2. Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF OUR SERVICES IS AT YOUR SOLE RISK AND THAT THE FULL RISK AS TO SATISFACTORY PERFORMANCE, ACCURACY AND OVERALL QUALITY LIES WITH YOU. THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL POSSIBLE ERRORS AND WITHOUT WARRANTY OF ANY KIND.

WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO OUR SOFTWARE AND SERVICES EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING AND WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING NON INFRINGEMENT OF THIRD PARTY RIGHTS, OR COMPATIBLENESS WITH FUTURE THIRD-PARTY PRODUCTS, SOFTWARE OR SERVICES.

YOU FULLY ACKNOWLEDGE AND AGREE THAT THE SERVICES AND OUR PLATFORM ARE NOT INTENDED OR SUITABLE FOR USE IN ENVIRONMENTS WHERE THE USE OF OUR SERVICES AND PLATFORM WILL LEAD TO CONDUCT, ACTIONS OR DECISIONS THAT COULD RESULT IN DEATH, PERSONAL INJURY, OR FINANCIAL, PHYSICAL OR PROPERTY DAMAGE.

AS PERMITTED BY LAW, WE AND OUR SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF GEOLITIX, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES AND ACCESS THE PLATFORM.

6.3. Indemnification

You agree to defend, indemnify, and hold Geolitix and our affiliates, agents, and employees harmless from and against any demands, loss, liability, claims or expenses (including reasonable attorneys’ fees) made against us by any third party due to or arising out of your use of the Service(s), including any actions taken as a result of the use of our Service(s) by third-parties.

Article 7 Term and Termination

7.1. Term and Extension

The Term of this Agreement shall commence on the date you subscribe to our Services and shall end upon your notification of termination. Monthly subscriptions shall automatically extend, and your credit card (or any payment method vinculated to your subscription) shall be charged for another month, unless you cancel your subscription before the new billing cycle starts. Yearly subscriptions are billed each month, and shall automatically extend for another year unless you cancel your subscription before the new annual subscription cycle starts.

7.2. Termination

This Agreement, including our Services and all rights and obligations granted by us, will terminate with immediate effect:

1. If you fail to comply with any stipulation in this Agreement and you will not cure such breach within ten (10) days after we have become aware of such breach;
2. If you fail to pay your due fees, your company dissolves, ceases or becomes insolvent, or files for bankruptcy;
3. If you engage in any fraudulent, improper, unlawful or misleading act(s) in relation to this Agreement, and our Services.

7.3. Effect of Termination

Upon expiration or termination of this Agreement your right to use the Services shall stop, and Geolitix shall have no further obligation to make the Services and Content available to you. You must pay any unpaid fees for the remainder of the term prior to the termination date. Geolitix will have no obligation whatsoever with respect to the Content, and in case there are payments due, we may retain the ownership of any and all Content.

Article 8 Miscellaneous

8.1. Amendments

We may amend the terms of this Agreement at any time. In order to continue using our Services, you must accept and agree to the new terms. If you do not agree to the new terms, you may not use our Services, and your subscription will be suspended or terminated by us.

8.2. Entire Agreement

This Agreement constitutes the entire Agreement between the Parties, you expressly agree that this Agreement may be executed in counterparts and delivered by publicising on the website, PDF or in any other matter.

8.3. Headings

The headings used in this Agreement are included for the benefit of the parties and shall have no effect whatsoever on the terms in this Agreement, or its interpretation or meaning.

Article 9 Applicable Law, Conflict Resolution & Arbitration

9.1 Applicable Law

This Agreement shall be governed and construed in accordance with the laws of the province of British Columbia, and where applicable the laws of Canada.

9.2. Dispute Resolution

Subject to the provisions of this Agreement regarding applicable law and arbitration, Parties agree not to commence any legal proceeding with respect to any dispute that may arise out of this Agreement. Parties agree to take the following steps first in the event of a dispute, conflict or disagreement. (“Dispute”).

1. The Party who claims first there is a Dispute, will send the other Party a written notice setting out the nature of the Dispute;
2. The Parties will subsequently make an attempt to resolve the Dispute through direct negotiation among the Parties;
3. The Parties agree to attempt to resolve all disputes arising out of or in connection with this contract, or in respect of any legal relationship associated with it or from it, by mediated negotiation with the assistance of one neutral person appointed by the British Columbia International Commercial Arbitration Centre administered under its Mediation Rules.
4. If the dispute cannot be settled within thirty (30) days after the mediator has been appointed, or such other period agreed to in writing by the parties, the dispute shall be referred to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre, pursuant to its Rules, the place of arbitration shall be Vancouver, British Columbia and one arbitrator shall be appointed by Parties.
5. Each Party shall bear one half the cost of the mediation and arbitration filing and hearing fees, and the cost of the arbitrator and the Party’s own respective attorney’s fees.