1. DEFINITIONS

• "Service" means the MineralDesk software-as-a-service platform, including any updates, enhancements, or modifications provided by MineralDesk, Inc. ("MineralDesk").
• "Service Site" means the location designated by MineralDesk where the Service is hosted and operated.
• "Customer" means the entity or individual that registers for and uses the Service pursuant to this Agreement.
• "Customer Data" means all electronic data or information submitted by Customer through the Service.
• "Confidential Information" means any non-public proprietary information disclosed by either party, including but not limited to trade secrets, technical data, software, and business information.

2. SERVICE ACCESS AND USE

MineralDesk grants Customer a limited, non-exclusive, non-transferable right to access and use the Service solely for Customer's internal business purposes during the term of this Agreement. Customer acknowledges that the Service is hosted exclusively by MineralDesk and is accessed remotely via the internet.

Customer shall not (i) copy, download, modify, or create derivative works of the Service; (ii) attempt to reverse engineer or disrupt the Service; or (iii) use the Service to engage in unlawful activities.

3. CUSTOMER RESPONSIBILITIES

Customer is solely responsible for:

• Providing and maintaining all equipment and internet connections required to access the Service.
• Ensuring the accuracy, quality, and legality of all Customer Data submitted through the Service. Customer Data must not infringe third-party rights or contain harmful or unlawful content.
• Maintaining the confidentiality of Customer's account credentials and promptly notifying MineralDesk of any unauthorized use or security breaches.
• Complying with all applicable laws and regulations related to Customer's use of the Service.

MineralDesk is granted a limited, non-exclusive license to use Customer Data solely as necessary to provide and improve the Service.

4. TERM AND TERMINATION

This Agreement is effective upon Customer's acceptance and continues until terminated by either party. Customer may terminate by ceasing use of the Service. MineralDesk may suspend or terminate Service access upon Customer's breach or nonpayment, or at MineralDesk's discretion.

Upon termination, Customer will have thirty (30) days to export Customer Data. MineralDesk may delete Customer Data after sixty (60) days following termination.

5. FEES AND PAYMENT

Customer agrees to pay all fees as specified in MineralDesk's pricing schedule or invoices. Fees are non-refundable. Late payments incur interest at 1.5% per month. MineralDesk may adjust fees upon thirty (30) days' notice.

6. SUPPORT AND SERVICE MODIFICATIONS

MineralDesk will provide support services in accordance with its published Support Policy available at https://mineraldesk.com/support-policy. MineralDesk may modify, update, or discontinue the Service at its discretion, with reasonable notice to Customer.

7. SUSPENSION

MineralDesk may suspend Service if Customer's payments are more than sixty (60) days overdue, providing at least five (5) days' written notice. MineralDesk may also suspend Service immediately if Customer's actions cause harm or risk to MineralDesk or others, with prompt notice and efforts to resolve.

8. INTELLECTUAL PROPERTY

MineralDesk retains all rights, title, and interest in and to the Service and all related intellectual property. Customer receives no ownership rights in the Service.

9. WARRANTY DISCLAIMER

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MINERALDESK DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MINERALDESK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

10. LIMITATION OF LIABILITY

MINERALDESK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SERVICE.

MINERALDESK'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE SIX (6) MONTHS PRIOR TO THE CLAIM.

11. INDEMNIFICATION

Customer agrees to indemnify and hold MineralDesk harmless from claims, damages, or expenses arising out of Customer's misuse of the Service or violation of this Agreement.

12. CONFIDENTIALITY

Each party agrees to protect the other's Confidential Information with reasonable care and use it only to fulfill obligations under this Agreement.

13. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of Indiana, USA. Any disputes shall be resolved in courts located in Vanderburgh County, Indiana.

14. GENERAL PROVISIONS

This Agreement is the entire understanding between the parties regarding the Service and supersedes prior agreements. Notices must be in writing. No agency or partnership is created. Assignment by Customer requires MineralDesk's consent.

ACCEPTANCE

By using the Service, Customer agrees to these terms and confirms they are authorized to bind their organization.