Terms of Service

 

Prospector, Inc. operates a proprietary website and content collection  (the “Website” and the “Content” as defined in the Standard Terms and Conditions) and  Subscriber desires to subscribe to the Website and the Content subject to the terms set forth in  this Agreement, and in return for payment of the fees as set forth below, Subscriber contracts for, and Prospector agrees to grant access to the Website and the Content per the terms laid out below.

 

As a Subscriber you have read and agreed to all the terms and conditions set forth on this Agreement (including without limitation the attached the Standard Terms and Conditions), and hereby accept their consent thereto by the duly authorized representatives.

Prospector, Inc. and its Affiliates.

The Website and Content as defined below are a joint undertaking by Prospector, Inc. (“Prospector”), Vannevar Management Inc. (“Vannevar”), and Northern Light SinglePoint LLC (“Northern Light”).  These are collectively referred to herein as “Provider.”   By accepting this Agreement, Prospector is acting on behalf of and with authorization from all three companies.  Any of these companies may enforce the provisions of this Agreement and any of the companies may assign its rights to the Website, the Content, and to this Agreement to any of the other companies at any time at its sole discretion.

Grant of Website Access. 

Subject to the terms of this Agreement, Provider grants Subscriber a non-exclusive license to access the website located at 43-101.com or such other URL as Provider may designate from time to time at its sole convenience (the “Website”)  during the Subscription Period or any renewals thereof in exchange for the Annual Subscription Fee.  Provider will issue login credentials which shall remain valid for the Subscription Period so long as Subscriber is not in violation of any of Subscriber’s obligations in this Agreement.  Subscriber may use the credentials to login to the Website and use all of the functions provided on the Website.  Subject to the terms of this Agreement (including without limitation the Additional Terms), Subscriber may provide access to the Website to the number of employees specified during the Subscription Period and any Renewal Terms.  The Agreement is subject to the Terms of Use and Privacy Policy as set forth on the Website (such “Additional Terms” incorporated herein by reference).  Should the Additional Terms be updated after the Subscription Period has begun Subscriber may be required to affirmatively accept such changes to continue access to the Website and should Subscriber decline to accept the updated Additional Terms Prospector will terminate access to the Website for the Subscriber and refund any prorated amounts for the unused portion of the Subscription Fee.  Subscriber will protect Subscriber’s credentials and will not provide them third parties at any time for any purpose.

Grant of Content Access.

The Website contains content in the form of 43-101 Technical Reports (the “Reports”), an index and search results of mining industry web news articles (“Web News”)  including metadata (article titles, publication names, authors, dates, tags, summaries), an index of mining industry tweets and search results and the tweet text (“Tweets”) , and marketing materials provided by mining companies promoting their mining investments (“Promotional Materials”).  Collectively Reports, Web News, Tweets, and Promotional Materials are the “Content”.

Subscriber may download, display and make, store, and distribute copies of the Content within Subscriber’s organization, in print and electronic form solely for its internal business purposes, provided that Subscriber shall not share, display, or distribute Content or any copies thereof to third parties, including unlicensed employees.  Subject to the terms of this Agreement (including without limitation the Additional Terms), Subscriber may provide access to the Content to the number of employees specified during the Subscription Period and any Renewal Terms.   Subscriber may not download Content for the purpose of creating a database or other electronic or paper vehicle that will be used to compete with Provider in any respect.  Subscriber will not remarket Content to third parties nor provide third parties with access to Content.

 

No Grant of Rights to Full-Text of Web News and Tweets.

Web News and Tweets are an index, search results, and metadata with links to the original articles and tweets on the websites of the news providers and Twitter.  Subscribers may follow the links to consume the full-text of the news articles and to view the tweets in their context on Twitter.  Subscriber understands that such content is in most cases protected by copyrights not owned by Providers and access and use to such materials is provided under the doctrine called “Fair Use” as it generally applies to copyrighted content freely accessible on the Internet.  The grant of access in this Agreement to Web News does not include any right, title, interest, or ownership to the full-text of the news articles in Web News or the text or images in Tweets beyond what is granted by the publishers and Twitter on their websites. 

 

No Grant of Ownership in Reports.

Reports are created by mining companies and are the property of the mining companies for the purpose of assisting investors and potential investors in evaluating the attractiveness of mining investments.  Accessing and downloading Reports from the Website transfers no right, title, interest, or ownership in the Reports or their content to Subscribers.

No Grant of Ownership in Copyrights and  Trademarks of Third Parties.

Content reproduces trademarked and copyrighted items, including but not limited to publishers' names, article titles, and publication names, and mining company and project names that are owned by third parties.  In the Agreement or as a consequence of providing access to Content, Providers do not grant any ownership, right, title, or interest to Agency for trademarks or copyrighted material of third parties.  

 

Term.

The Agreement will remain in full force and effect for the Subscription Period specified on this Agreement.  At the end of the Subscription Period, this Agreement will be automatically renewed for successive one-year terms ("Renewal Terms") at the Annual Subscription Fee stated on this Agreement, unless a party provides written notice of non-renewal within thirty (30) days prior to the expiration of the License Period or any Renewal Term.  Provider may at its discretion and upon 30 days written notice prior to the beginning of any Renewal Term change the Annual Fee for such Renewal Term. 

 

Termination.

Provider may terminate or suspend this Agreement and revoke the rights of access granted in its sole discretion at any time, without prior notice or liability, if it determines any of the following:  (a) Subscriber is using the Website or Content in a manner that violates this Agreement, is potentially illegal or harmful to Provider or any third party or could subject Provider to liability or additional expense; (b) Subscriber fails to pay any amounts due to Provider; or (c) Subscriber becomes insolvent or files a petition in bankruptcy, or (d) Subscriber enters into competition with Provider.  Any fees that have become due prior to the termination or expiration of the Agreement will be payable in full by Subscriber within thirty (30) days of termination.  The license to access the Website and Content shall terminate upon the expiration or any termination of the Agreement.  Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 shall survive any termination or expiration of the Agreement.  In the event of termination of this Agreement, Subscriber shall immediately cease accessing the Website and Content except Content downloaded prior to the effective date of termination of the Agreement, any such use to be in accordance with applicable copyright laws.

 

Intellectual Property Rights; Reservation of Rights.

Provider reserves all of its right, title and interest in its intellectual property rights and no license in these rights is granted as a result of this Agreement.  Except for the limited right of access and use during the Subscription Period as provided in this Agreement, Subscriber acquires no proprietary or non-proprietary interest in any software or intellectual property of Provider by its use thereof.

Representations and Warranties.

Provider represents and warrants that it has the authority to enter into this Agreement and to provide the items contemplated herein.  Provider represents and warrants that it has all necessary permissions and agreements to permit Subscriber to access the Website and the Content provided under this Agreement.  Subscriber represents and warrants that Subscriber: (a) will at all times comply with all applicable laws, rules, regulations, and copyrights with respect to Subscriber's use of the Content and all materials associated therewith; and (b) will not use the Content, the Website, or any materials accessible thereby to infringe, misappropriate, or violate the rights of Provider or any third party; and (c) will at all times comply with these Standard Terms and Conditions. 

Disclaimer.

PROVIDER MAKES NO GUARANTEE, REPRESENTATIONS, OR WARRANTEES THAT THE WEBSITE OR THE CONTENT WILL (A) BE AVAILABLE AT ALL TIMES, (B) WILL MEET ANY OR ALL OF A SUBSCRIBER’S REQUUIREMENTS, (C) IS ERROR FREE, CURRENT, OR COMPLETE.  PROVIDER DOES NOT RECOMMEND MINING OR OTHER INVESTMENTS TO SUBSCRIBER AND IS NOT AN INVESTMENT ADVISOR THAT SHOULD BE CONSULTED OR RELIED UPON TO MAKE INVESTMENT DECISIONS.  PROVIDER DOES NO DILIGENCE ON CONTENT AND CONTENT IS PROVIDED BY THIRD PARTIES “AS IS” WITHOUT REVIEW BY PROVIDER.  PROVIDER DOES NOT EVALUATE PROMOTIONAL MATERIALS PROVIDED BY MINING COMPANIES AND EXPRESSES NO OPINION AS TO THE CLAIMS MADE IN SUCH PROMOTIONAL MATERIALS.  USE OF CONTENT IS ENTIRELY AT SUBSCRIBER’S OWN RISK.  PROVIDER MAKES NO GUARANTEE, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LEVEL OF PERFORMANCE THAT SUBSCRIBER CAN EXPECT TO RESULT FROM THE WEBSITE OR THE CONTENT.  PROVIDER WILL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS IN THE SUBSCRIBER’S BUSINESS DUE TO ERRORS OR FLAWS IN THE WEBSITE OR THE CONTENT.  ANY AND ALL SERVICES, SOFTWARE, DOCUMENTS, AND OTHER MATERIALS ACCESSIBLE PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.  PROVIDER HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE WEBSITE, SOFTWARE, CONTENT AND SERVICES PROVIDED HEREUNDER OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, AND ANY IMPLIED WARRANTY OF NONINFRINGEMENT.  PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, SOFTWARE, DOCUMENTS OR OTHER MATERIALS OBTAINED FROM PROVIDER BY SUBSCRIBER ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE. THIS AGREEMENT SUPERCEDES ANY AND ALL OF THE PARTIES’ PRIOR COMMUNICATIONS AND AGREEMENTS IN ANY FORM CONCERNING THE WEBSITE AND THE CONTENT.

 

Indemnification.

Subscriber shall release, hold harmless and indemnify Provider and their respective affiliates (including without limitation all related companies, employees, officers, directors and representatives of such parties) against any and all claims, actions, proceedings, suits and any related liabilities, damages, settlements, penalties, fines, costs and/or expenses (including without limitation reasonable attorneys' fees and other dispute resolution expenses) incurred by Provider and arising out of or relating to: (a) Subscriber's breach of any term, condition, representation or warranty set forth in this Agreement; (b) Subscriber's improper or illegal use of the Website of Content; or (c) Subscriber's actual or alleged violation or misappropriation of any intellectual property right of any party relating to the use of the Website or the Content.

 

Limitation of Liability.

EXCEPT AS PROHIBTED BY LAW, (A) NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE OR CONTENT, AND (B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S ENTIRE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID IN ANY SINGLE INITIAL OR RENEWAL TERM PURSUANT AS ANNUAL SUBSCRIPTION FEES.

 

General Provisions. 

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of law rules.  Provider shall be excused from performance hereunder to the extent performance is prevented, delayed or obstructed by causes beyond its reasonable control.  Nothing contained in this Agreement is intended implicitly, or is to be construed, to create an agency, fiduciary, trustee or representative relationship of any kind between the parties.  Provider’s failure at any time or times to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Provider’s right to subsequently enforce such provision or any other provision of this Agreement.  Any matter of disagreement, dispute or controversy between the parties shall be submitted to arbitration conducted by a single arbitrator who is knowledgeable in computer and Internet law.  Such arbitration will be held in Boston, Massachusetts.  The arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The award rendered by the arbitrator will be binding and conclusive on the parties and judgment upon such award may be entered in any court having jurisdiction.  In any action to enforce rights under this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees and any court costs incurred in such action or proceeding.  Subscriber may not sell, transfer, assign or otherwise dispose of any of its rights or obligations under this Agreement to any other person, without the express written consent of Provider.  The terms set forth in this Agreement constitute the entire agreement between the parties and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any additional terms.  Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.    

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