Original: V1.2- May 18, 2022

Update: V2- October 29, 2024

The performance of services by CMS 3D Vis™ developed by Geocentric Environmental Inc (“Geocentric”) for a LICENSSE (“LICENSSE”), and the purchase and use by LICENSSE of any software supplied by Geocentric, are governed by these terms and conditions as outline in this EULA.

Geocentric’s offer to provide services to LICENSSE and LICENSSE’s purchase, and use of any software supplied by Geocentric, are expressly limited by LICENSSE’s acceptance of this EULA, as evidenced by LICENSSE’s issuance of an order for services and/or software, or LICENSSE’s acceptance of any services and/or software under an order, or LICENSSE’s payment for any services and/or software under an order. These Terms and Conditions apply to the exclusion of any other terms that LICENSSE seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Terms, if any, included on any order, acknowledgment forms or other documents issued by or on behalf of LICENSSE shall not apply and are hereby voided, except to the extent that any such terms are expressly agreed to in writing by Geocentric. These Terms and Conditions shall apply to all sales of services and/or software by Geocentric and may only be modified, amended or supplemented in a writing executed by an authorized officer of Geocentric.

These Terms and Conditions are subject to change without prior written notice at any time at Geocentric’s sole discretion, provided that any such changes shall not apply to any pre-existing orders.

This Geocentric, End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) (“LICENSEE”) and Geocentric, for the received CSM 3D Vis™, which include(s) computer software and may include “online” or electronic services and documentation. By installing, copying, or otherwise using the CSM 3D VIS ™or any UPDATES (as defined below), you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, or use the CSM 3D VIS™, and promptly return CSM 3D VIS™ for a full refund.

In addition, by installing, or otherwise using any updates or releases that you have received as part of the CSM 3D VIS™ (”UPDATES”), you agree to be bound by the additional license terms that accompany such UPDATES. If you do not agree to the additional license terms that accompany such UPDATES, you may not install or use such UPDATES.

CSM 3D VIS™ LICENSE

Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the CSM 3D VIS™. The CSM 3D VIS™ is licensed, not sold. The CSM 3D VIS™ consists of product documentation, sample applications, tools and utilities, and miscellaneous technical information, (individually identified as “COMPONENT” and collectively as “COMPONENTS”). The rights regarding the COMPONENTS of the CSM 3D VIS ™ are described below unless otherwise indicated.

1. GRANT OF LICENSE. Geocentric, grants to LICENSEE a personal, nonexclusive, nontransferable license to install and use the CSM 3D VIS ™ for which the applicable license fees have been paid. With respect to any software supplied by Geocentric to LICENSEE pursuant to an order, the terms “purchase” or “sale” mean the purchase or sale of a license or right to use in respect of such software, and shall under no circumstances be interpreted or construed to mean a transfer of title to such software. Such software is licensed, not sold, to LICENSSE.
2. COPY RESTRICTIONS. This CSM 3D VIS ™ and the accompanying COMPONENTS are copyrighted. You may copy CSM 3D VIS™ in its entirety. You may not copy COMPONENTS separate from the CSM 3D VIS™. All CSM 3D VIS™ copies must be complete and include the copyright notice. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this EULA. All copies of printed materials or user documentation must include the copyright notice.
3. TERMS OF USE. In the following sections, “Affiliate” means any corporation, partnership or other entity (including a trust) directly or indirectly controlling, controlled by, or under common control with the LICENSEE (for the purposes of this definition “control” (including “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity (including a trust), whether through the ownership of voting securities or by contract or otherwise).
   1. Concurrent-Use License.  As the LICENSEE, individuals within your organization or Affiliate organizations may use CSM 3D VIS™ on computer(s) on a network, but the number of simultaneous users may not exceed the number of acquired license seats. You may not distribute copies of the CSM 3D VIS™ to individuals outside your organization or Affiliate organizations. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the CSM 3D VIS™. You may not modify, adapt, translate, or create derivative works based on the written materials without the prior written consent of Geocentric. Geocentric retains title and ownership of the CSM 3D VIS™ or any copy.
   2. Trial, Evaluation, and Beta License. CSM 3D VIS™ acquired under a trial or evaluation license or subscription or under a beta testing program are intended for evaluation and testing purposes. Any such use is at LICENSEE’s own risk, and the CSM 3D VIS™ do not qualify for an Update. If LICENSEE does not convert to a purchased license or subscription prior to the expiration of the evaluation term, LICENSEE may lose any customizations made during the evaluation term.
   3. Educational Program License. LICENSEE agrees to use CSM 3D VIS™ within the terms of the specific agreement between Geocentric and LICENSEE.
4. TRANSFER RESTRICTIONS. This CSM 3D VIS™ is licensed only to you, the LICENSEE, and may not be transferred to another entity without the prior written consent of Geocentric. Any unauthorized transferee of the CSM 3D VIS™ shall be bound by the terms and conditions of this EULA. Enabling others to use your product key(s), license string(s) or serial number(s) outside your organization or Affiliate organizations is prohibited (defined in Section 3i).  In no event may you transfer, assign, rent, lease, sell, or otherwise dispose of the CSM 3D VIS™ on a temporary or permanent basis except as expressly provided herein. The software is licensed for use in the country where first delivered and for the LICENSSE listed on the order and may not be transferred outside such country without Geocentric’s prior written consent.
5. TERMINATION. This EULA is effective until terminated. This EULA will terminate with notice from Geocentric if you fail to comply with any provision of this EULA. Upon termination you shall destroy the written materials and all copies of the CSM 3D VIS™ previously licensed to you.
6. UPDATES. Geocentric may create, from time to time, updated versions of the CSM 3D VIS™.  At its option, Geocentric will make such updates available to the LICENSEE.
7. SUPPORT SERVICES. Geocentric may provide you with support services related to the CSM 3D VIS™ (“Support Services”). Use of Support Services is governed by the Geocentric policies and programs described in the user manual, “online” documentation, and/or Geocentric provided materials. Any supplemental items provided to you as part of the Support Services shall be considered part of the CSM 3D VIS™ and subject to the terms and conditions of this EULA. The LICENSEE understands that the Software will only operate properly on the types of computer equipment using the operating system version(s), as identified by Geocentric in its published technical specifications. LICENSSE is solely responsible for ensuring that its computer systems comply with such technical specifications.
8. COPYRIGHT. All title and copyrights in and to the CSM 3D VIS™, the accompanying printed materials, and any copies of the CSM 3D VIS™, are owned by Geocentric. The CSM 3D VIS ™ is protected by copyright laws and international treaty provisions. Therefore, you must treat the CSM 3D VIS™ like any other copyrighted material.   You may not copy the printed materials accompanying the CSM 3D VIS™ except as provided in Section 2 – COPY RESTRICTIONS.

LICENSSE is not authorized and may not authorize anyone else to do any of the following:

• Obtain unauthorized access to the software, for example, by bypassing security features, including but not limited to license control features that limit or record the number of users, in or for the software.
• Reverse engineer, decompile or disassemble the software except and only to the extent required by law.

9. UPDATE LICENSE TERMS.Additional license terms may accompany UPDATES. By installing, copying, or otherwise using any UPDATE, you agree to be bound by the terms accompanying each such UPDATE. If you do not agree to the additional EULA terms accompanying such UPDATES, do not install, or otherwise use such UPDATES.

10. 3^RD PARTY SERVICES. Geocentric may use third party service providers to assist in providing any Geocentric services with or without notice to LICENSSE (each a “Third Party Service Provider”). Geocentric may also change the Third-Party Provider or may itself provide any service without the assistance of such third party. LICENSSE consents and authorizes Geocentric to delegate the authorizations LICENSSE provides to Geocentric to its Third-Party Provider(s) as Geocentric deems necessary or desirable to provide the applicable Geocentric services to LICENSSE. LICENSSE agrees that these Terms and Conditions including any of warranty disclaimers and liability disclaimers included herein, inure to the benefit of such Third-Party Service Providers and such Third-Party Service Providers shall be deemed to be a third party beneficiary of this Agreement.

11. Price and Payment

The fees to be paid by LICENSSE to Geocentric for the services and/or software to be supplied under an order shall be as set forth in such order. Prices do not include any fees, taxes or duties relating to the shipment and delivery of any of the software, including without limitation HST or other value-added tax (VAT), duty, import and export tariffs and other forms of taxes and excise duties in Canada and/or the recipient country. LICENSSE agrees to pay for all such applicable fees, taxes and duties.

If the currency fixed in an order is devalued, such that the rate of exchange between the currency chosen and the Canadian dollar (CND) varies by more than two percent (2%) as from the date of Geocentric’s offer, Geocentric may, at its sole discretion, suspend all performance under the order and notify LICENSSE of any price adjustment resulting from the devaluation. LICENSSE must then notify Geocentric in writing within eight (8) days of the date of Geocentric’s notification whether LICENSSE wishes to purchase the products and services at the adjusted price. If LICENSSE fails to notify Geocentric during such eight (8) day period, then LICENSSE’s order will be automatically processed.

12. Descriptive Documents

Geocentric reserves the right to alter the design functionality and description of any software. All data included in catalogs, prospects, circulars, advertisements, illustrated matter and price lists are approximate and shall not be binding unless otherwise agreed upon in writing by the parties. Drawings, descriptive documents, technical specifications, manuals, handbooks, maintenance libraries and other documentation (collectively, “Documentation”) provided or made available to LICENSSE by Geocentric are confidential information of Geocentric and may be used by LICENSSE only in connection with the use of the software. LICENSSE may not copy Documentation or disclose Documentation to any third party.

1. EXPORT RESTRICTIONS.

You agree that neither you nor your affiliates intend to or will, directly or indirectly, export or transmit the CSM 3D VIS™ or related documentation and technical data (or any part thereof), or your software application product to any country to which such export or transmission is restricted by any applicable Canadian regulation or statute, without the prior written consent, if required of government entities (Canadian or International) as my have jurisdiction over such export or transmission.

LICENSSE has been licensed to use the Software in the country where it was delivered to LICENSSE. Because of the country(ies) of origin of the Software, the exportation of the Software to certain countries that are subject to Canadian, United States, United Nations, European Union or other similar trade sanctions may be prohibited. LICENSSE is responsible for complying with all applicable trade control regulations. Regardless of any disclosure by LICENSSE to Geocentric of the contemplated ultimate destination of the Products, LICENSSE shall not export or re-export, directly or indirectly, any Product (or the ‘‘direct product” of any CSM 3D Vis™ without first obtaining an export (or re-export) license from the relevant government entities, as required. LICENSSE’s export, transfer, assignment or other movement of the Software in violation of applicable trade control regulations will result in the automatic termination of this Agreement and all rights to use the Software.

14. Governing Law AND VENUE

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the courts of Ontario shall have jurisdiction to entertain any action arising hereunder.

LICENSSE agrees that any suit, action or proceeding with respect to these Terms & Conditions may be brought in the Courts of the Province of Ontario and LICENSSE submits and attorns to the non-exclusive jurisdiction of such Courts over any such suit, action or proceeding. LICENSSE irrevocably waives any objection it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any of such Courts including any objection that any such Court is an inconvenient forum.

DISCLAIMER OF WARRANTY

NO WARRANTIES.

THE CSM 3D VIS™ IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEOCENTRIC AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT, WITH REGARD TO THE CSM 3D VIS™.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.

INFRINGEMENT INDEMNITY.

Geocentric agrees to indemnify and hold harmless LICENSEE, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including reasonable attorneys’ fees, arising out of any third-party action or threatened action brought against LICENSEE based on Geocentric’s violation misuse, misappropriation, or infringement of any Intellectual Property Right.

LICENSSE REMEDIES

WITH THE EXCEPTION OF INDEMNIFICATION OBLIGATIONS, GEOCENTRIC’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL NOT EXCEED THE PRICE PAID FOR THE CSM 3D VIS™.

NO LIABILITY FOR DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GEOCENTRIC OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS GEOCENTRIC PRODUCT, EVEN IF GEOCENTRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

GEOCENTRIC DOES NOT GUARANTEE RESULTS. ALL INTERPRETATIONS USING THE SOFTWARE SUPPLIED BY GEOCENTRIC AND ALL RECOMMENDATIONS OR DESCRIPTIONS BASED UPON SUCH INTERPRETATIONS, ARE OPINIONS BASED ON INFERENCES FROM MEASUREMENTS AND EMPIRICAL RELATIONSHIPS AND ON ASSUMPTIONS, WHICH INFERENCES AND ASSUMPTIONS ARE NOT INFALLIBLE, AND WITH RESPECT TO WHICH COMPETENT SPECIALISTS MAY DIFFER. IN ADDITION, SUCH INTERPRETATIONS, RECOMMENDATIONS AND DESCRIPTIONS MAY INVOLVE THE OPINION AND JUDGMENT OF LICENSSE. LICENSSE HAS FULL RESPONSIBILITY FOR ALL INTERPRETATIONS, RECOMMENDATIONS, AND DESCRIPTIONS UTILIZING THE SOFTWARE SUPPLIED BY GEOCENTRIC. GEOCENTRIC CANNOT AND DOES NOT WARRANT THE ACCURACY, CORRECTNESS OR COMPLETENESS OF ANY SUCH INTERPRETATION, RECOMMENDATION OR DESCRIPTION. UNDER NO CIRCUMSTANCES SHOULD ANY SUCH INTERPRETATION, RECOMMENDATION OR DESCRIPTION BE RELIED UPON AS THE SOLE BASIS FOR ANY DRILLING, REMEDIAL WORK, RISK ASSESSMENT INTERPRETATIONS, PRODUCTION, STORAGE, MANAGEMENT OR ANY DECISION, OR ANY PROCEDURE INVOLVING ANY RISK TO THE SAFETY OF ANY WORKER OR INDIVIDUAL. LICENSSE HAS FULL RESPONSIBILITY FOR ALL SUCH DECISIONS AND FOR ALL DECISIONS CONCERNING OTHER PROCEDURES RELATING TO THE PROJECT OR PRODUCTION OPERATION.

THE EXPRESS WARRANTIES SET FORTH ARE THE EXCLUSIVE TERMS AVAILABLE TO LICENSSE AND EXTEND ONLY TO THE ORIGINAL LICENSSE OF GEOCENTRIC OR GEOCENTRIC’S AUTHORIZED DISTRIBUTOR, AS THE CASE MAY BE. THE REMEDIES FOR BREACH OF WARRANTY SHALL BE GEOCENTRIC’S SOLE AND EXCLUSIVE OBLIGATION AND THE SOLE AND EXCLUSIVE REMEDY OF LICENSSE FOR ANY AND ALL LOSSES, DELAYS OR DAMAGES RESULTING FROM THE PURCHASE, PERFORMANCE OR USE OF GEOCENTRIC’S SOFTWARE. OTHER THAN THE LIMITED WARRANTY SPECIFICALLY STATED HEREIN, GEOCENTRIC, TO THE EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES WITH RESPECT TO GEOCENTRIC’S SOFTWARE, INCLUDING IN RESPECT OF THE PERFORMANCE OR USE THEREOF, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

ALTHOUGH GEOCENTRIC TRIES TO PROVIDE ACCURATE AND TIMELY INFORMATION THROUGH THE WEBSITE, THERE MAY BE INADVERTENT OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS. GEOCENTRIC RESERVES THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. THE INFORMATION PROVIDED THROUGH THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE”. GEOCENTRIC DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED ON THE WEBSITE. GEOCENTRIC DOES NOT PROVIDE ANY GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MID-DELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. GEOCENTRIC SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ERRORS AND OMISSIONS IN OR THE MISUSE OR MISINTERPRETATION OR ANY INFORMATION CONTAINED ON THE WEBSITE. GEOCENTRIC MAY CHANGE GEOCENTRIC MAY CHANGE INFORMATION CONTAINED ON THE WEBSITE AT ANY TIME AND MAKES NO COMMITMENT TO UPDATE THE INFORMATION CONTAINED ON THE WEBSITE. LICENSSE ASSUMES THE ENTIRE RISK AS TO THE USE OF THE WEBSITE.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT LICENSSE’S OWN DISCRETION AND RISK AND LICENSSE IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSSE’S OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSSE FROM GEOCENTRIC OR THROUGH OR FROM THE WEBSITE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

MISCELLANEOUS. This Disclaimer and Limitation of Liability are governed by the laws of the Province of Ontario. If this product was acquired outside of Canada, then local law may apply.

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GLOSSARY OF TERMS

The following glossary of terms applies to all Geocentric offerings and services that Geocentric may provide to its LICENSSEs.

Affiliate means any corporation, partnership or other entity (including a trust) directly or indirectly controlling, controlled by, or under common control with the LICENSEE (for the purposes of this definition “control” (including “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity (including a trust), whether through the ownership of voting securities or by contract or otherwise).

CSM 3D Vis™ or CSM 3D VIS™ means computer software and may include online or electronical documentation, associated media, and printed materials.

Documentation means all user reference documentation that Geocentric provides.

End-User License Agreement (EULA) is a legal agreement between Licensee and Geocentric for the received CSM 3D Vis™.

Licensee means you as either an individual or single entity who enters into the Geocentric End-User License Agreement.

Software Maintenance is a subscription program that Geocentric provides which entitles the Licensee to CSM 3D Vis™ version updates and other benefits.

Subscription. Geocentric sells CSM 3D Vis™ as a software subscription which provides Licensee a time-limited license to use CSM 3D Vis™. Upon expiration of the subscription, Licensee is no longer licensed to use CSM 3D Vis™. Licensee may renew software subscription at any time and re-enable the license. Any updates and upgrades are available to Licensee at no additional cost during subscription period. Subscription includes all other Software Maintenance benefits.

Update is a release of a new version of a CSM 3D Vis™. It may be a minor version update which may include bug fixes and minor enhancements or a major version update which may include bug fixes, new features, and enhancements.

Upgrade is a discount program where the Licensee exchanges a previous version CSM 3D Vis™ for the current version. The previous version is no longer valid for use once it is upgraded.