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Terms of Use

WHEREAS IPL is the owner or distributor of the Data, and Geo Webworks Inc. ("GWW") is the owner or licensee of the Software;

AND WHEREAS the Customer wishes to use the Data and the Software on the terms and subject to the conditions herein;

WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the parties hereby mutually agree:

1. DEFINITIONS: In this Agreement:

(a) "Access" means the provision by IPL of a password which allows the Customer to view Data on the Website and use the Software, and "Access Date" means the date on which the Customer is first given Access;

(b) "Data" means the data pertaining to the licensing, drilling, evaluation and completion of exploratory and development oil and gas wells, drilled in western Canada and Canada's federal lands and offshore regions owned, licensed and/or distributed by IPL (as the case may be) and licensed to the Customer by IPL and shall include any Related Materials. For further clarity, "Data" shall include such portions of IPL's Petrodata File, Industry Data (being oil and gas data which are generally obtained from digital files made available to the petroleum industry by various provincial and federal regulatory agencies) and data of Vendor Partners (as the case may be) as IPL may make available from time to time;

(c) "Effective Date" means the date defined in the letter accompanying this Schedule A as being the date upon which Access will commence;

(d) "License" means the rights and Access granted pursuant to clause 2.1;

(e) "Related Materials" means any user manuals, handbooks, cross sections, tables, dictionaries, and other documentation or material in printed form including any corrections or additions thereto or any subsequent release hereof supplied by IPL, and relating to the Data or the Software, and including any user ids, passwords and access methods disclosed by IPL to the Customer regarding Access;

(f) "Purpose" means the use of the Data and the Software by the Customer pursuant to the terms and conditions of this Agreement for the Customer's own internal business purposes (and not on behalf of any third party) only, and for no other purpose;

(g) "Software" means the software owned or licensed by GWW which allows the Customer to use the Data through the Website in accordance with this Agreement;

(h) "System" means any of the Customer's computers, servers, networks or other computer hardware used by the Customer for the purpose of or in connection with the Data or the Software, and includes the operating system of the System and all hardware and software used thereon, and includes any hardware or equipment used by the Customer in obtaining Access between the Customer and the Data or the Software, such as conventional modem service, an ISDN service, or a fiber optics service. For the avoidance of doubt, "System" shall not include any IPL or Vendor Partners' software, hardware or servers;

(i) "Vendor Partners" means third parties other than IPL (which for the avoidance of doubt includes GWW), who, by agreement with IPL, have agreed to make their data of software available to IPL's customers, and "Vendor Partner" means each such other third party; and

(j) "Website" means www.Geoworks.com (as may be amended from time to time).

2. LICENSE AND ACCESS

2.1 Grant of License: Subject to the terms and conditions of this Agreement, IPL in its own capacity and as agent for the Vendor Partners hereby grants to the Customer, and the Customer hereby accepts, (i) a personal, non-exclusive non-transferable, indivisible license from the Effective Date and continuing only for the Term or until earlier termination of this Agreement in accordance with clause 2.10, without any right to sublicense, to use the Data and the Software only for the Purpose; and (ii) Access on the Access Date for the Term only for the Purpose.

2.2 Restrictions on Use: Notwithstanding the License by IPL to the Customer, the Customer expressly acknowledges and confirms that no rights are granted pursuant to this Agreement or otherwise to use the Data, Access or the Software in any manner whatsoever except for the Purpose; and that the License shall not and does not include any right of the Customer to directly or indirectly or permit others to: (a) lease, sell, transfer, assign, rent, encumber, or otherwise dispose of or part with possession of in any manner the License, the Data, the Software or any part thereto, including but not limited to any sublicenses of the License (with any such purported sublicense being null and void); (b) copy, duplicate or furnish to others any physical, magnetic or other version of the Data or the Software except for the Purpose; (c) remove any copyright notice contained or included in any material (including the Data and the Software) provided by IPL or GWW; (d) change, modify, prepare derivative works from, decompile, disassemble, reverse engineer, reconstruct or attempt to do any of the foregoing in any manner whatsoever to or with the Data or the Software; (e) merge the Data (except for the Purpose) or the Software into other program material; (f) disclose, provide or otherwise make available the Data or the Software in any form to any person, firm, corporation or other entity except to individuals who are on the Customer's premises for purposes specifically related to the Purpose; or (g) do or undertake any other act not expressly allowed pursuant to this Agreement.

2.3 Data and Software Rights: The Customer acknowledges that notwithstanding the grant of the License, the Customer shall not obtain any ownership, right, title or interest in or to the Data or the Software except as a licensee pursuant to the terms of the License. The Customer specifically confirms and agrees that neither IPL nor any Vendor Partner is restricted in any manner in dealing with the Data or the Software in its sole and absolute discretion, including but not limited to the ability to enter any commercial arrangement with any third party (including, for the avoidance of doubt, any competitor of the Customer) regarding the Data, the Software, Access, or other matters, or changing the content or format of the Data or the Software in accordance with general changes made to IPL's or the relevant Vendor Partner's standard offerings.

2.4 Customer Access Responsibilities: The Customer shall have the sole responsibility at its own risk and expense to acquire, install, operate, maintain and insure against all risks the System, and acknowledges that neither IPL nor any Vendor Partner has any responsibility with respect thereto. The Customer expressly acknowledges and confirms that failure or inability of any of the System for any reason whatsoever to receive Data or the Software or communicate with any computer, server or other device of IPL or the Website shall not relieve any of the Customer's obligations hereunder; that it has received IPL's specifications regarding the Data and the Software and the Website, and shall at its own risk and expense do site preparation to create and maintain a proper operating environment for the functioning of the Data and the Software and Access to the Website (including but not limited to matters relating to the System); and that Access may be interrupted in order to maintain, modify or enhance equipment, the Website, the Data or the Software. Nothing contained herein shall be construed as extending to the Customer a license to use any computer programs or software (except the Software) which IPL or any Vendor Partner is using under license from any third party.

2.5 License Only: The relationship between IPL and the Customer shall be that of licensor and licensee, and the Customer expressly acknowledges and agrees that it has licensed the use of the Data and the Software and Access hereunder solely for its own account for the Purpose. The granting of the License to the Customer or any other matter under this Agreement does not constitute the Customer, its agents or employees, as an agent, commercial agent or legal representative of IPL or any Vendor Partner for any purpose whatsoever. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute the parties hereto partners in the conduct of any business or otherwise.

2.6 No Warranty: IPL and its Vendor Partners make no representations or warranties whatsoever, express, implied or statutory, and disclaim all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing) to the Customer, whether given by IPL, any Vendor Partner or their respective agents, representatives, employees or other persons. IPL and each Vendor Partner each expressly disclaims and negates any implied or express warranty of merchantability, of fitness for a particular purpose, and of conformity to models or samples of materials. Without limiting the generality of the foregoing, IPL and each Vendor Partner does not warrant that the Website, the Data, the Software, or Access will perform uninterrupted or error free, that any deficiency can or will be corrected, or that the Website, the Data, the Software or any Access will meet the Customer's requirements.

2.7 Limitation of Liability: IPL's or its Vendor Partner's total liability to the Customer for damages from any and all causes whatsoever, regardless of the form of action, whether in contract or in tort, including negligence, breach of the limited warranties and any infringement of any patent rights, copyrights or any misappropriation or unlawful use of any trade secrets, confidential information or other intellectual property rights or property of any third party will, in the aggregate, be limited to $100 (One Hundred Dollars). In no event will IPL or its Vendor Partners be liable for any damages resulting from the Purpose, the Customer's inability or failure to perform any professional or other work, loss of profits, special, general, incidental, indirect, consequential or exemplary damages whether or not such losses or damages arose out of, resulted from or in connection with the Data, the Software, any Access, the Website or the Customer's use of any thereof, or the withdrawal or interruption of any or all of the Data, the Software, Access or the Website notwithstanding notice may have been given of the possibility of such loss or damages. The Customer hereby irrevocably confirms to IPL that the Customer accepts sole and exclusive responsibility and liability for the selection and use of the Data, the Software, Access, the Website, the Purpose and the System (as the case may be) and that neither IPL nor any Vendor Partner has any control over the conditions under which the Customer uses the Data, the Software, Access, the Website, the Purpose or the System (as the case may be) and cannot and does not warrant the results (if any) obtained.

2.8 Indemnity For Use: The Customer hereby agrees to indemnify and save and hold harmless IPL and each Vendor Partner from and against any and all liabilities, losses, costs, court costs, damages, expenses and reasonable legal fees on a solicitor and his own client basis, accountant and other professional fees resulting from, arising out of or in connection with any claim, demand, proceeding or action made or brought by any person other than the Customer against IPL or any Vendor Partner relating in any manner whatsoever to the Customer's use and/or disclosure of the Data, the Software, the Website or Access in violation of this Agreement or as a result of any other breach of this Agreement.

2.9 Prices: The Customer will pay to IPL all applicable license, subscription and other fees at the rates set forth in Schedule B to the letter attached to this Schedule A, and as the same may be changed from time to time in accordance with clause 2.16. The Customer shall pay all applicable taxes with respect to this Agreement, the License and any fees charged herein. IPL will issue invoices to the Customer for all amounts payable by the Customer hereunder. All fees are payable in advance and due at the beginning of each calendar month. If payment is not received by IPL within 45 days from the date of the invoice, then interest will accrue on the outstanding balance of the invoice at the rate of 18% per annum from the date of the invoice until payment is received. All payments to IPL shall be made in Canadian Dollars in full, without any set-off, deduction, hold back or counterclaim whatsoever.

2.10 Termination: The Customer may not terminate this Agreement prior to the expiry of the Term. In the event of a breach of any term of this Agreement by the Customer, IPL may terminate this Agreement upon 5 (Five) business days written notice to the Customer. In addition, the Customer acknowledges that IPL will monitor Access to and use of the Data and the Software by the Customer during the Term, and may terminate this Agreement without notice if in the sole and absolute opinion of IPL the use of the License is not in accordance with the Purpose. Immediately upon termination of this Agreement in any manner whatsoever (including the expiry of the Term): all indebtedness of the Customer to IPL shall immediately become due and payable; all Access shall cease; the Customer shall discontinue using the Data and the Software, and deliver to IPL free of charge (and at the Customer's sole expense) all Data and the Software and copies of the Data and the Software; the Customer will permanently destroy all digital copies of the Data and the Software resident in the System and any other storage devices, and shall certify in writing that all digital copies of the Data and the Software and Related Materials have been returned or destroyed and that no digital copies in any form remain in the possession or control of the Customer; all rights granted by IPL to the Customer pursuant to this Agreement shall immediately be revoked, cease and shall be relinquished by the Customer and shall revert to and revest in IPL or the Vendor Partners (as the case may be) without any further documentation required to be executed and delivered by either party hereto; and termination of the License and this Agreement pursuant to this Clause 2.10 is in addition and without prejudice to any other remedy available to IPL or any Vendor Partner (as the case may be) or the Customer at law or in equity.

2.11 Acknowledgment: The Customer hereby expressly acknowledges that the Data and the Software were compiled, revised, selected and arranged by IPL and the Vendor Partners through the application of methods and judgment developed and applied through the expenditure of substantial time, money and effort, and the Data and the Software and Access and any other data and materials supplied by IPL to the Customer are confidential and proprietary trade secrets of IPL or the Vendor Partners (as the case may be) protected by law, and are of substantial value to IPL and the Vendor Partners (as the case may be), and their use and disclosure must be carefully and continuously controlled.

2.12 Protection: The Customer will ensure that any and all copyrights, proprietary information and trade marks of IPL or any Vendor Partner will remain on all printed material associated with the Data and the Software (including but not limited to the Related Materials), and that any trade marks of IPL or any Vendor Partner will only be used in accordance with the written directions of IPL. The Customer acknowledges that the Data and the Software contain proprietary and confidential information of IPL and the Vendor Partners, and agrees that the Customer shall safeguard such information by making its best efforts to provide to them the same degree of care as exercised towards its own proprietary information; and to prevent the unauthorized copying, use, distribution, installation or transfer of the Data and the Software.

2.13 Customer Covenants: The Customer agrees with respect to the Data and the Software and the Access to refrain from contesting the title of IPL or any Vendor Partner or any party through which IPL or any Vendor Partner claims to its Data or the Software or Access or effecting any registrations thereof (including but not limited to IPL's or any Vendor Partner's copyrights in the Data or the Software) or taking any action to the detriment of IPL's or any Vendor Partner's interests therein; and provide assistance to IPL or any Vendor Partner (at IPL's or that Vendor Partner's cost) to protect IPL's or that Vendor Partner's rights.

2.14 Several Obligations: The Customer hereby irrevocably confirms that the obligations of IPL and each Vendor Partner hereunder are not joint, but are separate and several from each other Vendor Partner and IPL, and neither IPL nor any Vendor Partner will in any way be liable for the Data, Software, Access, actions or omissions of any other Vendor Partner.

2.15 Notice: The address for service (including all invoices) of the Customer is as set forth on the letter attached to this Schedule A until either party changes its address for service by giving notice to the other party.

2.16 Assignment and Amendment: The Customer is not entitled to assign any of its rights hereunder to any third party without the express prior written consent of IPL and any purported assignment of this Agreement or any of the Customer's rights hereunder without the prior written consent of IPL will be void. The parties agree that any change solely in the composition of Data or number of licenses obtained by the Customer from time to time shall be deemed not to be an amendment to this Agreement. IPL may invoice such changes accordingly, and such revised invoices shall automatically be subject to the terms and conditions of this Agreement without other steps required. Except as otherwise specifically provided in this clause 2.16, no amendment, waiver, alteration or modification of any of the provisions of this Agreement will be valid and binding unless in writing and signed by a duly authorized representative of all parties.

2.17 Governing Law: This Agreement and all matters arising out of or in connection with this Agreement shall be governed by, construed and interpreted in accordance with the laws of the Province of Alberta. Each party hereto irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of Alberta.

2.18 Entire Agreement: This Agreement constitutes the entire agreement among the parties, replaces and supersedes in their entirety any and all prior oral or written communications, proposals, representations and agreements, and each of IPL and the Customer irrevocably confirm that there are no other written or verbal agreements or representations.

2.19 Further Assurances: Each party covenants and agrees that it will execute such further documents and do and perform or cause to be done and performed such further and other acts as may be necessary or desirable from time to time in order to give full effect to the provisions of this Agreement.


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