Sofware License Agreement of TRT Analysis

Last updated: January 12, 2023

This Software License Agreement (referred to as the "SLA") is a legally binding agreement between you, the Licensee, an individual customer or entity, and P3 Geothermal inc., the company, and the author of TRT Analysis, the Software, which may include associated media, printed materials, and online or electronic documentation. This Agreement is a legally binding contract that includes terms that limit your legal rights and Licensors' liability to you, and shall govern all access to and use of this Software. You hereby agree, without limitation or alteration, to all the terms and conditions contained herein.

By installing, copying, or otherwise using the Licensed Product (Software), the Licensee agrees to be bound by the terms and conditions outlined in this SLA. However, if the Licensee does not agree to the terms and conditions outlined in this SLA, the said Licensee may not download, install, or use Software.

Definitions

"SLA" shall refer to this Software-License-Agreement, including any amendment to this Agreement.

"Licensee" shall refer to the individual or entity that downloads and uses the Software.

"Licensor" shall refer to the company or author, P3 Geothermal inc.

"Software/Licensed product" shall mean TRT Analysis, the Licensed Product provided pursuant to this SLA.

Grant of License

Subject to the terms of this SLA, P3 Geothermal inc. hereby grants to the Licensee, a one-year, revocable, limited, non-exclusive license during the term of this SLA to possess and to use a copy of the Software. The Software is being distributed by P3 Geothermal inc. Licensee is not allowed to make a charge for distributing this Software, either for profit or merely to recover media and distribution costs.

Intellectual Property

You hereby unconditionally agree that all right, title and interest in the copyrights and other intellectual property rights in the Licensed Product reside with the Licensors. The trademarks, logos, designs, and service marks appearing on the Licensed Product are registered and unregistered marks of Licensor. Accordingly, nothing in this SLA or the Licensed Product grants you any right to use any form of intellectual property contained in the Licensed Product.

Therefore, all rights, titles, interests, and copyrights in and/or to the Software, including but not limited to all images, graphics, animations, audio, video, music, text, data, code, algorithm, and information, are owned by the Licensor. Accordingly, the Software is protected by all applicable copyright laws and international treaties, and the Licensee is expected to use the Software concerning all intellectual property contained therein, except as otherwise provided for in this SLA.

Description of Rights and Limitations

Installation and Use:

  1. This SLA grants a site licence to the Licensee. The Software may be loaded onto a maximum of one computer.
  2. Licensee may make multiple back-up copies of the Software, solely for Licensee's use within Licensee's business or personal use.

Reproduction and Distribution: Licensee may not duplicate or re-distribute copies of the Software, without the Licensors express written permission.

Licensee Limitation: The Licensee may not:

  1. Use the Licensed Product for any illegal or unlawful purpose;
  2. Gather factual content or any other portion of the Licensed product by any automated means, including but not limited to database scraping or screen scraping; or
  3. Reverse engineer, decompile, or disassemble Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the limitation.

Support

P3 Geothermal inc. has no obligation to Software support, or to continue providing or updating any part of the Software.

General Provisions

Termination

In the event of termination, all licenses provided under this SLA shall immediately terminate, and you agree to discontinue accessing or attempting to access this Licensed product.

Accordingly, this SLA may be:

  1. Automatically terminated if the Licensee fails to comply with any of the terms and conditions under this SLA;
  2. Terminated by P3 Geothermal inc.; or
  3. Terminated by the Licensee.

Either P3 Geothermal inc. or the Licensee may terminate this SLA immediately upon written notice to the other party, including but not limited to electronic mail.

Non-Transferability

The Licensee has the option to permanently transfer all rights under this Agreement, provided the recipient agrees to the terms of this SLA. Accordingly, this SLA is not assignable or transferable by the Licensee without the prior written consent of P3 Geothermal inc.; and any attempt to do so shall be void.

Notice

Any notice, report, approval or consent required under this SLA shall be in writing and deemed to have been duly given if delivered by recorded delivery to the respective addresses of the parties.

Integration

Both parties hereby agree that this SLA is the entire and exclusive statement and legal acknowledgement of the mutual understanding of the parties and supersedes and cancels any previous written and oral agreement and/or communication relating to the subject matter of this SLA.

Severability

No delay or failure to exercise, on the part of either party, any privilege, power or rights under this SLA shall operate as a waiver of any of the terms and provisions of this SLA. Accordingly, no single or partial exercise of any right under this Agreement shall preclude further exercise of any other right under this SLA. Suppose any of the outlined provisions of this SLA is deemed to be unenforceable or invalid in whole or in part by a court of competent jurisdiction. In that case, such provision shall be limited to the minimum extent necessary for this SLA to remain in full force and effect and enforceable. The remaining provisions of this Agreement shall not be rendered unenforceable or invalid. They shall continue to be enforceable and valid in isolation of the unenforceable and invalid provisions of this SLA.

Warranty and Disclaimer

P3 Geothermal inc., and author of this Software, expressly disclaim any warranty for the software TRT Analysis. The Licensed Product and all applicable documentation is provided as-is, without warranty of any kind, whether express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Accordingly, the Licensee accepts any risk arising out of the use or performance of the Software.

The Licensor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Limited Liability

THE LICENSEE AGREES THAT THE P3 GEOTHERMAL INC. SHALL NOT BE LIABLE TO LICENSEE, OR ANY OTHER RELATED PERSON OR ENTITY CLAIMING ANY LOSS OF PROFITS, INCOME, REVENUE, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. EVEN IF P3 GEOTHERMAL INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL NECESSARILY APPLY REGARDLESS OF THE PRIMARY PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL P3 GEOTHERMAL INC. AGGREGATE LIABILITY TO THE LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH THE LICENSEE, EXCEED THE ACTUAL MONETARY AMOUNT PAID BY THE LICENSEE TO P3 GEOTHERMAL INC. FOR THE SOFTWARE.

Indemnification

You hereby agree to indemnify and hold P3 Geothermal inc. harmless from and against all liabilities, damages, losses or expenses, including but not limited to reasonable attorney or other professional fees in any claim, demand, action or proceeding initiated by any third-party against P3 Geothermal inc., arising from any of your acts, including without limitation, violating this SLA or any other agreement or any applicable law.

Entire Agreement

This Agreement rightly constitutes the entire understanding between the P3 Geothermal inc. and the Licensee and all parties involved. It supersedes all prior agreements of the parties, whether written or oral, express or implied, statement, condition, or a representation or warranty.

Governing Law and Jurisdiction

This SLA shall be deemed to be construed under the jurisdiction of the courts of the Province of Quebec, Canada, without regard to conflicts of laws as regards the provisions thereof. Any legal action relating to this SLA shall be brought exclusively in the courts of the Province of Quebec, and all parties consent to the jurisdiction thereof. Furthermore, the prevailing party in any action to enforce this SLA shall be entitled to recover costs and expenses including, without limitation, legal fees. Accordingly, this SLA is made within the exclusive jurisdiction of the province of Quebec, and its jurisdiction shall supersede any other jurisdiction of either party's election.

Miscellaneous

  1. This Agreement can only be modified in writing signed by both the Licensor and the Licensee.
  2. This Agreement does not create or imply any relationship in agency or partnership between the Licensor and the Licensee.
  3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  4. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
  5. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
  6. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Licensor's successors and assigns.