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Terms & Conditions

Version: March 30th, 2025

1. INTRODUCTION

These Terms and Conditions (hereinafter, the “Terms“) govern the provision of services by Mineral Forecast SpA (hereinafter, “Mineral Forecast“) to its clients (hereinafter, the “Client“), related to the access and use of its Artificial Intelligence-based software (“Geo AI Advisor ®“) as a SaaS (“Software as a Service“) solution.

The acceptance of these Terms is a prerequisite for contracting and using the services offered by Mineral Forecast.

2. DEFINITIONS

  • Service: Annual or multi-year licensing of Geo AI Advisor® and associated support services, as described in the corresponding agreement.
  • Client: The legal entity that contracts Mineral Forecast’s Services.
  • Platform: Geo AI Advisor®, the tool based on Artificial Intelligence algorithms for geoscientific modeling.
  • Intellectual Property: All rights related to the Platform, including source codes, algorithms, databases, and other components.

3. SERVICE PROVISION

3.1 Software Use License

Mineral Forecast grants the Client a non-exclusive, non-transferable license, limited to the term of the agreement, to access and use Geo AI Advisor® in accordance with these Terms and the corresponding service provision agreement (the “Particular Service Agreement”).

3.2 Term

The license and the Services have a duration defined in the Particular Service Agreement. Unless otherwise agreed, they are granted on an annual basis, with the possibility of extension to multi-year periods as stipulated by the parties.

Ninety (90) days prior to the termination of the Particular Service Agreement, Mineral Forecast shall notify the Client and send a formal renewal proposal, which shall establish the new applicable terms.

In the event that the Client does not send a response to the renewal proposal when thirty (30) days remain until the expiration of the Particular Service Agreement, it shall be understood that the proposal has been accepted, and the new terms and conditions shall automatically apply. However, such automatic renewal does not affect or limit the right of either party to terminate the Particular Service Agreement at any time, in accordance with the other contractual provisions agreed upon by the parties.

3.3 Deliverables

Mineral Forecast shall provide the products and services specified in the Particular Service Agreement, including, but not limited to:

  • Updated models generated by Geo AI Advisor®.
  • Access to explanatory and analytics dashboards.

4. CLIENT OBLIGATIONS

The Client must timely and accurately provide all necessary geoscientific information for the training and improvement of the models.

The Client undertakes to:

  • Use Geo AI Advisor® solely for the purposes stipulated in the Particular Service Agreement.
  • Protect Platform access credentials and immediately notify any unauthorized access.
  • Comply with all applicable laws and regulations regarding the use of the software.
  • Refrain from using the software for activities contrary to law or good faith principles.

5. INTELLECTUAL PROPERTY

5.1 Ownership

All intellectual property rights related to Geo AI Advisor®, including, but not limited to, source codes, algorithms, and models, are the exclusive property of Mineral Forecast. The Client shall not acquire any right over the technology, algorithms, or data of the Platform, except those expressly granted under these Terms or the Particular Service Agreement.

Likewise, any modification, adaptation, or improvement made to Geo AI Advisor® as a result of the Client’s needs shall be the exclusive property of Mineral Forecast, without granting the Client additional rights thereto.

5.2 Restrictions

The Client shall not:

  • Copy, modify, reverse engineer, or decompile the software.
  • Sublicense, assign, or transfer the license to third parties without prior written authorization from Mineral Forecast.
  • Register intellectual property rights related to Geo AI Advisor®.
  • Directly or indirectly hire any worker, advisor, consultant, or collaborator who has provided services for Mineral Forecast during the term of the Particular Service Agreement and up to 12 months after its termination, unless with the prior written consent of Mineral Forecast. In case of contravention, the Client shall pay Mineral Forecast a penalty equivalent to USD 30,000.00 for each person hired, without prejudice to any other legal actions that may apply.

5.3 Use of Client Data

The Client grants Mineral Forecast a limited, free, and non-exclusive license to use and store, in whole or in part, the content and data provided by the Client for the purpose of providing the Services and improving the models. Mineral Forecast undertakes to treat such data in accordance with the highest standards of security and confidentiality.

6. INFORMATION SECURITY

The software infrastructure shall be hosted by a cloud provider that complies with international security standards and certifications, including certifications such as ISO 27001 and PCI/DSS.

All information processed through Geo AI Advisor® shall be encrypted using technologies such as AES-256 for data at rest and SSL/TLS for data in transit.

Client access to the system shall be performed using a username (usually, email) and a password that shall be provided through a secure method. The Client acknowledges that the disclosure or unauthorized use of these credentials may compromise the security of its information and, therefore, assumes responsibility for its custody due to acts attributable to the client.

Mineral Forecast, for its part, undertakes to implement adequate security measures to protect Client information from unauthorized access, in compliance with industry standards. Mineral Forecast must report any incident that affects or could affect the security of Client information.

7. COMMERCIAL CONDITIONS

7.1 Payments

The Client shall make payments according to the amounts and schedules established in the Particular Service Agreement. Unless otherwise agreed, payments shall be made within 30 days following the issuance of the respective invoice.

In case of delay in any of the payments, monthly interest equivalent to the maximum conventional rate for non-readjustable operations in national currency of the outstanding amount shall be applied until full payment.

7.2 Validity of Proposals

Any commercial proposal shall be valid for 15 days from its issuance, unless otherwise indicated.

7.3 Modifications

Any modification to the Services, projection areas, or other aspects of the Particular Service Agreement must be agreed upon in writing between the parties and documented through annexes to said agreement.

8. LIMITATION OF LIABILITY

Mineral Forecast undertakes to use its best efforts and to employ adequate means to provide the Services, without guaranteeing a specific result.

Mineral Forecast shall not be liable for indirect, incidental, or consequential damages arising from the use of Geo AI Advisor®, except in case of fraud or gross negligence.

Likewise, Mineral Forecast shall not be liable for delays or non-compliance due to events beyond its reasonable control, including but not limited to telecommunications provider issues, natural disasters, cyberattacks, pandemics, interruptions in third-party infrastructure, or governmental acts.

Mineral Forecast’s total liability shall be limited to the total amount effectively paid by the Client during the term of the Particular Service Agreement.

9. INDEMNIFICATION

The Client shall indemnify and hold harmless Mineral Forecast against any claim, loss, damage, or cost (including reasonable legal fees) arising from the misuse of Geo AI Advisor® by the Client or any breach of these Terms and/or the Particular Service Agreement.

10. PREVALENCE OF THE PARTICULAR SERVICE AGREEMENT

In case of conflict between these Terms and Conditions and the Particular Service Agreement signed by the parties, the provisions of the specific agreement shall prevail, unless expressly stated otherwise in said agreement.

11. TERMINATION OF THE PARTICULAR SERVICE AGREEMENT

Either party may terminate the Particular Service Agreement for a material breach by the other party, provided that such breach is not remedied within 30 days following written notice.

In case of termination, the Client shall immediately cease the use of Geo AI Advisor®, and Mineral Forecast may revoke access to the Platform.

12. UPDATE OF TERMS AND CONDITIONS

Mineral Forecast reserves the right to update these Terms and Conditions. Any modification shall be notified to the Client at least 30 days in advance and shall enter into force at the end of the indicated period.

13. APPLICABLE LAW AND JURISDICTION

These Terms shall be governed by and interpreted in accordance with the laws of the Republic of Chile. Any dispute arising from these Terms shall be submitted to the exclusive jurisdiction of the competent courts of the city of Santiago, Chile.