End User Licence Agreement and Terms of Service

1. This agreement and how you accept it

1. This End User Licence Agreement and Terms of Service (Agreement) is between you (and, where clause 3.2 applies, the organisation you represent) and Mineralis (ABN 75 859 760 720, ACN 682 966 230) (we, us, our).
2. The Service means the Mineralis web application, its application programming interfaces, the processing it performs, the documentation we publish for it, and any software we make available for use with it.
3. You accept this Agreement by ticking the acceptance controls shown when you create an account or when we ask you to accept an updated version, and by using the Service. We record the date and time of your acceptance, the version and content hash of the documents shown to you, and the network address and browser identification used. That record is evidence of your agreement. Acceptance given this way is effective under the Electronic Transactions Act 2011 (WA) and the Electronic Transactions Act 1999 (Cth).
4. Our Privacy Policy forms part of this Agreement. Where the two documents conflict on the handling of personal information, the Privacy Policy prevails.
5. If you do not accept this Agreement, you must not use the Service. You may close your account at any time under clause 16.

2. Definitions

3. Eligibility and authority

1. You must be at least 18 years old and able to enter into a binding contract. The Service is not offered to children and is not designed for them.
2. If you use the Service in the course of employment or engagement by an organisation, you warrant that you are authorised to bind that organisation to this Agreement, and you in this Agreement means you and that organisation together, each liable jointly and severally.
3. You must not use the Service if Australian sanctions law, export control law, or the law of the place you use it from prohibits your doing so.

4. Your account and its security

1. You must give accurate registration details and keep them current. One person, one account: you must not share sign-in credentials.
2. You are responsible for everything done through your account and through every API credential issued to it, including any spending of Compute Tokens, whether or not you authorised it, except to the extent it was caused by our breach of this Agreement or our negligence.
3. API credentials are secrets. Their values are shown once, when created. Store them securely, never commit them to source control or embed them in a file you distribute, and revoke any credential you believe has been exposed. An execution packet that carries an embedded credential lets anyone holding that file spend your Compute Tokens until the credential expires or is revoked.
4. We strongly recommend enabling two-step verification. Tell us promptly at the contact address published on our website if you suspect unauthorised access to your account.
5. We verify your email address before your account may be used. We may suspend an account whose contact details we can no longer reach.

5. Licence to use the Service

1. Subject to your compliance with this Agreement and your payment of Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your own internal business or research purposes for as long as your account remains open.
2. The Service is licensed, not sold. No right, title or interest in the Service, its models, methods, software or documentation passes to you. All rights not expressly granted are reserved.
3. Where we make client-side software available for use with the Service, the licence in clause 5.1 extends to installing and running that software for that purpose only, and ends when your account closes.

6. What you must not do

You must not, and must not permit anyone else to:

1. copy, adapt, translate, publish, rent, lease, lend, sell, resell, sublicense, distribute or otherwise make the Service available to a third party, or use it to operate a service bureau or a competing product;
2. decompile, disassemble or reverse engineer the Service, or attempt to derive its source code, model weights, thermodynamic parameterisation or training data, except to the extent that this restriction is void under, or the act is expressly permitted by, sections 47B to 47F of the Copyright Act 1968 (Cth) or any other law that cannot be excluded by agreement;
3. remove, obscure or alter any proprietary notice, watermark or attribution;
4. circumvent, disable or interfere with billing, metering, rate limiting, authentication or any other security or usage control, or use the Service in a way designed to avoid paying Fees;
5. probe, scan or test the vulnerability of the Service, or breach or attempt to breach its security or authentication, without our prior written permission;
6. submit material that is unlawful, infringing, malicious, or that you do not have the right to submit; introduce malware; or use the Service to send unsolicited commercial messages;
7. place an unreasonable or disproportionate load on the Service, or use automated means to access it other than through the interfaces we publish;
8. use the Service, or the Outputs, to develop, train or improve a competing model or service, or publish a benchmark or comparative study of the Service without our prior written consent, which we will not unreasonably withhold; or
9. use the Service in breach of any law, including sanctions, export control, privacy and consumer protection law.

Clause 6.8 does not restrict your right to describe your own results, or to comply with a disclosure obligation imposed on you by law or by a securities exchange.

7. Your Data and the Outputs

1. You own Your Data. You own the Outputs generated from Your Data, subject to our continuing ownership of the Service and everything within it.
2. You grant us a non-exclusive, royalty-free, worldwide licence to host, store, copy, transmit and process Your Data, and to create the Outputs, for as long as, and only to the extent, necessary to provide the Service to you, to support you, to keep the Service secure, to bill you and to comply with the law.
3. You warrant that you hold all rights necessary to submit Your Data to the Service and to permit the processing described in clause 7.2, and that doing so does not breach any law, confidentiality obligation or third party right.
4. You must not submit personal information, sensitive information, health information or tax file numbers to the Service except your own account contact details. The Service is built for geochemical measurements and is not designed to hold personal information about other people. If you do submit it, you are the entity responsible for it under privacy law and you must have any consent that law requires.
5. We may create and retain aggregated and de-identified statistics about how the Service is used and how it performs, and we may use those statistics to operate, secure and improve the Service. Those statistics will not identify you, your projects, your tenements or your samples, and will not reproduce Your Data or the Outputs. We do not use Your Data or the Outputs to train models that are made available to other customers without your prior written consent.
6. You are responsible for keeping your own copies of Your Data and of the Outputs. The Service is not a backup or an archival service, and we do not warrant that anything stored in it can be recovered. Download and retain what you need.

8. Compute Tokens

1. Compute Tokens are a prepaid measure of processing allowance. They are not money, not a financial product, not a stored value facility, and not redeemable for cash except where the ACL or another law requires a refund.
2. Compute Tokens are credited to your account only after our payment provider confirms the payment to us. The token rate, the price and any tax are shown before you pay, and the rate applied is the rate in force when the order is created.
3. Different execution modes consume different numbers of Compute Tokens per sample. The rates are published in the application and may change on notice under clause 22. A change does not affect Compute Tokens already bought.
4. Compute Tokens are held for your account, are not transferable between accounts, earn no interest, and do not expire while your account remains open.
5. A run that fails for a reason within our control is refunded to your token balance. A run you cancel, abandon or configure incorrectly, and a run that fails because of Your Data, is not.
6. We may change the token rate for future purchases at any time by updating the published rate.

9. Fees, tax and invoices

1. Fees are payable in advance in Australian dollars unless we state otherwise. The total amount payable, including GST, is displayed before you confirm a purchase.
2. Prices quoted excluding tax are marked as such, and GST is added and shown separately at checkout. Where we are registered for GST, we issue a tax invoice; where we are not, we issue a receipt.
3. Payments are taken by our third party payment provider. We do not receive or store your full card details. The provider's own terms apply to the payment transaction.
4. You must pay any bank, currency conversion or provider charge applied to your payment.
5. If a payment is reversed, charged back or dishonoured, we may reverse the corresponding Compute Tokens and suspend your account until the amount is paid. If you believe a charge is wrong, contact us at the contact address published on our website within 60 days and we will investigate.

10. Refunds and cancellation

1. Nothing in this clause limits your rights under the ACL. See clause 17.
2. Outside those rights, Compute Tokens that have already been spent on a completed run are not refundable, and we do not give refunds for change of mind, for a decision not to proceed with a project, or for a mistaken purchase.
3. If you close your account, or if we close it for convenience or stop offering the Service, we will refund unused Compute Tokens at the price you paid for them, less any amount you owe us, on request made within 12 months of closure.
4. If we terminate your account because you have materially breached this Agreement, unused Compute Tokens are forfeited, except where the ACL or another law requires otherwise.

11. Availability, changes and support

1. We will use reasonable care and skill to keep the Service available, but we do not promise that it will be uninterrupted, timely, error free, or available at any particular time. There is no service level agreement and no uptime commitment.
2. We may perform maintenance, and may suspend or restrict the Service where we reasonably need to in order to protect its security, integrity or lawful operation, or to comply with the law. Where practicable we will give notice.
3. We may change, add to or discontinue features. We will not materially reduce the core function of the Service for accounts with unspent Compute Tokens without giving at least 30 days notice by email and offering a refund of unused Compute Tokens.
4. Support is provided by email at the contact address published on our website on Western Australian business days, on a reasonable endeavours basis. No response time is guaranteed.
5. Interfaces and packet formats may change. We will give reasonable notice of a change that breaks a documented interface, where it is practicable to do so.

12. Scientific limitations and no reliance

1. The Outputs depend entirely on the quality, completeness, units, detection limits and representativeness of Your Data, and on the thermodynamic assumptions, mineral sets and execution mode you select. Incorrect or unrepresentative inputs produce incorrect Outputs, and the Service cannot detect that this has happened.
2. Inversion is a non-unique problem. Different mineral assemblages can explain the same bulk chemistry. The Service reports a plausible solution under the assumptions given to it, not the only possible solution and not necessarily the true one.
3. The Outputs are not professional, geological, metallurgical, engineering, environmental, safety, legal, accounting, investment or financial product advice, and must not be relied on as any of those things.
4. You must have the Outputs reviewed and validated by a suitably qualified person before they are used for any decision. In particular, the Outputs must not be used as the basis, or part of the basis, for a public report of exploration results, mineral resources or ore reserves under the JORC Code or an equivalent reporting code, unless a Competent Person as defined in that code has independently reviewed the Outputs and takes responsibility for the statements made.
5. You are solely responsible for every decision you make using the Outputs, including exploration, drilling, resource estimation, processing, mine planning, acquisition, disposal, disclosure and investment decisions, and for any statement you make to a regulator, a securities exchange, an investor or the public.
6. We do not warrant the accuracy, precision, completeness, reliability or fitness for any purpose of the Outputs. To the maximum extent permitted by law, and subject to clause 17, we are not liable for any loss arising from reliance on them.

13. Third party services

1. The Service depends on third party providers, including cloud infrastructure, identity and payment providers. Their availability and their terms are outside our control.
2. We are not liable for the acts, omissions, outages, pricing or terms of a third party provider, except to the extent that liability cannot be excluded by law or arises from our own failure to take reasonable care in selecting or configuring that provider.
3. Where the Service links to third party material, we do not endorse it and are not responsible for it.

14. Intellectual property and feedback

1. We, and our licensors, own all intellectual property rights in the Service, including its software, models, thermodynamic data, algorithms, user interface, documentation, trade marks and branding.
2. If you give us feedback, suggestions or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction and without any obligation to you. You are not obliged to give us feedback.
3. You must not use our name, trade marks or branding without our prior written consent, except to state factually that you use the Service.

15. Confidentiality

1. Each party must keep the other party's confidential information confidential, must use it only for the purposes of this Agreement, and must protect it with at least the care it uses for its own confidential information.
2. Your Data and the Outputs are your confidential information. The non-public parts of the Service are ours.
3. This clause does not apply to information that is public through no breach of this Agreement, was already lawfully known, is independently developed, or is required to be disclosed by law or by a regulator, provided that the disclosing party gives prompt notice where it is lawful to do so.
4. This clause survives termination for five years, and indefinitely for anything that is a trade secret.

16. Suspension and termination

1. You may close your account at any time by telling us at the contact address published on our website. Clause 10.3 governs unused Compute Tokens.
2. We may suspend your access immediately, with notice as soon as reasonably practicable, if we reasonably believe that you have breached clause 6, that your account has been compromised, that continued access presents a security or legal risk, or that a payment has been reversed.
3. We may terminate this Agreement by written notice if you materially breach it and do not remedy the breach within 14 days of notice, or immediately if the breach cannot be remedied or if you become insolvent.
4. We may terminate for convenience on 30 days notice by email, in which case clause 10.3 applies.
5. On termination your licence ends, you must stop using the Service, and API credentials are revoked. We will keep Your Data for 30 days after termination so that you can export it, and after that we may delete it. We may retain records we are required by law to keep, and backups will age out on their ordinary cycle.
6. Clauses 6, 7.1, 7.3, 7.6, 12, 14, 15, 17, 18, 19, 20, 24, 25 and 26 survive termination, together with any other clause that by its nature is intended to survive.

17. Australian Consumer Law

1. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy that the ACL or any other law confers on you and that cannot lawfully be excluded, restricted or modified (Non-excludable Rights).
2. If a term of this Agreement would otherwise contravene clause 17.1, that term is to be read down so far as necessary to avoid the contravention, and if it cannot be read down it is severed.
3. Where section 64A of the ACL permits, and the supply is not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for failing to comply with a consumer guarantee relating to the Service is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.
4. Clauses 18, 19 and 20 apply only to the extent they do not affect a Non-excludable Right.

18. Warranties and disclaimers

1. Subject to clause 17, and to the maximum extent permitted by law, the Service and the Outputs are provided as is and as available, and we exclude all representations, warranties, guarantees and conditions that are not expressly set out in this Agreement, whether implied by statute, custom or otherwise.
2. Without limiting clause 18.1, we do not warrant that the Service will meet your requirements, that it will operate without interruption or error, that defects will be corrected, that the Service or the systems that deliver it are free of harmful components, or that the Outputs are accurate, complete or fit for any particular purpose.
3. You acknowledge that you have not relied on any representation, warranty or statement about the Service other than those expressly set out in this Agreement.

19. Limitation of liability

1. Subject to clause 17, and to the maximum extent permitted by law:
   1. neither party is liable to the other for any Consequential Loss, however arising, whether in contract, tort (including negligence), under statute, in equity or otherwise, and whether or not that loss was foreseeable or the party was advised of its possibility; and
   2. our total aggregate liability to you for all claims arising out of or in connection with this Agreement or the Service, whether in contract, tort (including negligence), under statute, in equity or otherwise, is limited to the total Fees you actually paid us for the Service in the 12 months immediately before the first event giving rise to the liability, or A$100 if you have paid us no Fees.
2. Clause 19.1(a) does not limit either party's liability for Consequential Loss arising from a breach of clause 15 (confidentiality) or from an indemnity given under clause 20.
3. Our liability is reduced proportionately to the extent that your act, omission, breach of this Agreement or failure to take reasonable steps to mitigate contributed to the loss.
4. Without limiting clause 12, and subject to clause 17, we are not liable for any loss arising from: the inaccuracy, incompleteness or unsuitability of Your Data; any decision made in reliance on the Outputs; the loss, corruption or unavailability of data you did not keep your own copy of; use of the Service by anyone using your credentials; or any act or omission of a third party provider.
5. To the maximum extent permitted by law, you must bring any claim arising out of or in connection with this Agreement within 12 months of the date you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. This clause does not apply to a Non-excludable Right or where a law prevents the limitation period from being shortened.
6. Each limitation and exclusion in this clause is a separate term. If one is held unenforceable, the others continue to apply.

20. Indemnity

1. You indemnify us against loss, damage, liability, and reasonable legal costs we suffer arising from a claim brought against us by a third party to the extent that the claim arises from:
   1. Your Data, including a claim that it infringes a third party right or that its submission or processing breached a law or a confidentiality obligation;
   2. your use of the Service in breach of clause 6 or of any law; or
   3. a statement you make to a third party about the Outputs, including in a public report.
2. This indemnity is reduced proportionately to the extent that our breach of this Agreement, our negligence or our failure to take reasonable steps to mitigate contributed to the loss.
3. We must notify you promptly of a claim to which the indemnity applies, must not admit liability without your consent, must allow you to conduct the defence and settlement of the claim at your cost (provided any settlement fully releases us and imposes no obligation or admission on us), and must give you reasonable assistance at your expense.

21. Force majeure

Neither party is liable for a failure or delay in performing an obligation (other than an obligation to pay money) caused by an event beyond its reasonable control, including natural disaster, fire, flood, pandemic, war, act of terrorism, industrial action, failure of a telecommunications or power network, and failure or outage of a third party cloud provider. The affected party must notify the other promptly and use reasonable efforts to resume performance. If the event continues for more than 30 days, either party may terminate this Agreement by notice, and clause 10.3 applies.

22. Changes to this Agreement

1. We may change this Agreement. We will publish the new version at /eula with a new version number and effective date.
2. For a change that is not materially adverse to you - a correction, a clarification, or a change required by law - the new version applies from the date it is published.
3. For any other change, we will give you at least 14 days notice by email to your account address or by prominent notice in the application before the new version takes effect.
4. You accept a new version by ticking the acceptance controls when you next sign in. If you do not accept it, you may close your account before the new version takes effect and we will refund your unused Compute Tokens at the price you paid, under clause 10.3. You will not be charged for the notice period.
5. We will not apply a changed version to a purchase you have already made.

23. Notices

1. We may give you notice by email to the address on your account, or by a notice shown in the application. You are responsible for keeping your address current.
2. You may give us notice by email to the contact address published on our website.
3. A notice by email is taken to be received on the day it is sent, unless the sender receives a delivery failure, or it is sent after 5.00pm in Perth or on a day that is not a business day in Perth, in which case it is taken to be received at 9.00am on the next business day.

24. Complaints and disputes

1. If you have a complaint, tell us at the contact address published on our website with enough detail for us to investigate. We will acknowledge it within 5 business days and aim to resolve it within 30 days.
2. Before starting court proceedings, each party must first attempt in good faith to resolve the dispute by negotiation between people with authority to settle, for at least 20 business days after written notice of the dispute.
3. Clause 24.2 does not prevent either party from seeking urgent interlocutory relief, and does not prevent you from making a complaint to a regulator, including the Australian Competition and Consumer Commission, the Office of the Australian Information Commissioner, or the Department of Energy, Mines, Industry Regulation and Safety (Consumer Protection) in Western Australia.

25. Governing law and jurisdiction

1. This Agreement is governed by the law of Western Australia and the law of the Commonwealth of Australia applying there.
2. Each party submits to the exclusive jurisdiction of the courts of Western Australia and the courts competent to hear appeals from them, and waives any objection to venue on the ground of inconvenient forum.
3. Clause 25.2 does not prevent you from bringing proceedings in another jurisdiction where a law that cannot be excluded gives you that right.
4. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

26. General

1. Entire agreement. This Agreement and the Privacy Policy are the entire agreement between the parties about the Service, and replace all earlier representations, understandings and agreements about it. Nothing in this clause limits liability for fraud or for misleading or deceptive conduct under the ACL.
2. Severance. If a provision is void, unenforceable or unlawful, it is read down to the extent necessary, or severed if it cannot be read down, and the rest of this Agreement continues.
3. Waiver. A right is only waived in writing. Failure or delay in exercising a right is not a waiver of it.
4. Assignment. You may not assign or novate this Agreement without our prior written consent, which we will not unreasonably withhold. We may assign or novate it to a purchaser of our business or assets on notice to you, provided the assignee assumes our obligations.
5. Subcontracting. We may use subcontractors and third party providers to deliver the Service, and remain responsible for their performance of our obligations.
6. Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.
7. No third party rights. Except for the indemnity in clause 20, which we may enforce for the benefit of our personnel, no person other than the parties has any right under this Agreement.
8. Counterparts and electronic execution. Acceptance given through the application is as effective as a signed document.
9. Interpretation. Headings are for convenience only. Including and similar words are not words of limitation. A reference to legislation includes that legislation as amended or replaced. Currency is Australian dollars. Time is Perth time.

27. Contact

Mineralis (ABN 75 859 760 720, ACN 682 966 230)

Email: the contact address published on our website

Service: https://ionos-web-865919028469.australia-southeast1.run.app