MITCHELLWOOD MINING HUB INC.

SUBSCRIPTION TERMS AND CONDITIONS

  1. DEFINITIONS AND INTERPRETATION

  1. Agreement.  These Subscription Terms and Conditions (this “Subscription”) along with the Order Form and the  Company’s Terms of Use (the “Terms”) and Privacy Policy (the “Privacy Policy”) create a legally binding Agreement (the “Agreement”) between Subscriber (as identified on the Order Form) and Mitchellwood Mining Hub Inc. (“Company”) effective as of the start date set out on the Order Form (the “Start Date”). The Terms can be found at the following link: https://app.mininghub.com/terms.html. The Privacy Policy can be found at the following link: https://app.mininghub.com/privacy-policy.html.

  2. Definitions

Capitalized terms used but not defined in this Subscription have the meanings given to such terms in the Terms. The following terms have the following meanings:

  1. “Applicable Privacy Legislation” means applicable privacy, personal information or the like protection legislation, including any regulations thereto;

  2. “Claims” means any and all manner of claims, demands, actions, suits, proceedings, including without limitation, all rights with respect to any and all Losses;

  3. “Company Content” means all information, documents and materials uploaded by Company to the Platform;

  4. “Company Marks” means the brand names, trademarks, trade names and logos owned by Company;

  5. “Company Parties” means Company, its affiliates and their respective directors, officers, employees, contractors, agents, representatives and assigns;

  6. “End User” means a third party end user of the Platform;

  7. “End User Data” means data and information related to End Users’ use of the Platform that is used by Company in an aggregated and anonymized manner, including to compile statistical and performance information and to improve the performance of the Services and the Platform;

  8. “Feedback” means any and all of Subscriber’s, Agents’ and End Users’ ideas, concepts, notes, recommendations, enhancement requests, suggestions, feedback or other information, whether solicited or unsolicited, on the features or  functionality of the Platform and Services or the Company Content therein;

  9. Force Majeure Event" means any act, occurrence, condition, or event beyond the control of a Party that materially affects the performance of that Party’s obligations under the Agreement that could not reasonably have been foreseen or provided against (including but not limited to strikes, riots, insurrections, wars (whether war is declared or not), hostilities, acts of terrorism, military or national emergencies, pandemic or epidemic, passage of law or any action taken by a governmental or public authority; complete or partial government shutdown; natural disasters (including but not limited to earthquakes, flood or fire), power outages and interruptions, brownouts, internet service provider or telecommunications failure or delay, cyberattacks, and equipment failures), but does not include lack of finances or inability to perform because of a Party's financial condition;

  10. “Harmful Code” means any: (a) virus, Trojan horse, worm, backdoor or other software or hardware device the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person, or otherwise deprive Company or any its customers or users of its lawful right to exploit the Platform or Services;

  11. “Losses” means any and all manner of losses, damages, fines, penalties, costs and expenses (including legal fees and expenses on a full indemnity basis), known or unknown, foreseeable or not foreseeable, liquidated or unliquidated;

  12. “Order Form” means the order form completed by Subscriber, to which this Subscription applies;

  13. “Parties” means Subscriber and Company, and “Party” means either of them;

  14. “Project Widget” means the application, or a component of a mapping interface, with a custom code provided by Company to Subscriber to enable an End User to perform a function or service in connection with the use of the Platform.

  15. “Services” means the services provided by Company to Subscriber relating to the use of the Platform, as further set out in the Order Form;

  16. “Subscriber” means a corporate entity subscribing for the Services pursuant to the Order Form;

  17. “Subscriber Content” means all information, documents and materials uploaded by Subscriber to the Platform including but not limited to financial statements, news releases, mineral claims, maps, technical reports, promotional material, corporate documents and any intellectual property rights therein;

  18. “Subscriber Marks” means the brand names, trademarks, trade names and logos owned by Subscriber; and

  19. “Subscription Fee” means the fee payable by Subscriber to Company for the Subscription, as set out in the Order Form.

  1. SUBSCRIPTION SERVICES

  1. Services.  By completing an Order Form and entering into this Subscription, the Subscriber hereby subscribes to, and Company hereby grants to the Subscriber and its Agents, access to Company’s Platform and Services set out in the Order Form, on the terms and conditions set out in the Agreement.  

  2. Company Standards.  Company will (a) make the Platform and Services available to Subscriber; and (b) use commercially reasonable efforts to make the Platform and Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) maintenance outages (including emergency maintenance outages); (b) any unavailability caused by a Force Majeure Event; and (c) all outages caused by factors outside of Company’s control and not caused by Company’s negligence or wilful misconduct.

  3. Non-Exclusivity.  Subscriber acknowledges that the rights granted to it under the Agreement are non-exclusive and that nothing in the Agreement will be interpreted or construed to prohibit or in any way restrict Company’s right to grant Subscriptions, or otherwise make available the Platform and Services to any third party.

  4. Technical Support.  Technical support is included in the Subscription Fee and consists of self-serve information and instructions to educate and assist Subscriber in its proficiency and use of the Services available at: https://mininghub.com/support.html, and troubleshooting technical issues and providing answers to questions regarding the Services and submitted via email to support@juniormininghub.com (the “Support”).  All Support requests will receive an initial response within two (2) business day.  

  1. TERM

This Subscription will commence on the Start Date and continue for the initial term set out in the Order Form (the “Initial Term”).  Provided the Subscriber is not at the time in default of any of the provisions of the Agreement, and the Agreement has not been terminated earlier, the Initial Term will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless either Party gives the other written notice of non-renewal at least thirty (30) days prior to expiration of the Initial Term or a Renewal Term, as applicable.  The access and rights of any of Subscriber’s Agents to the Platform and Services will terminate on the same date as this Subscription.

Upon cancellation of subscription, features within the application exclusive to the cancelled subscription will remain in place until the end of the current billing cycle and will be removed thereafter. No refund will be issued to the user.

  1. PRICING

The Subscription Fee for the Subscription is set out in the Order Form. Any future functionality, upgrades or add-ons made available for purchase or subscription during the Initial Term or any Renewal Term will be prorated and invoiced by Company at the time of such purchase or future subscription and will be subject to the terms of the Agreement. Any such future functionality, upgrades or add-ons will be incorporated and added to the Subscription upon the commencement of the next Renewal Term, if any. Company may, in its sole discretion, supplement, reduce or modify any of the Services and may increase the pricing from time to time upon at least thirty (30) days notice prior to the expiration of the Initial Term or a Renewal Term.  

  1. PAYMENT TERMS

  1. Subscription Fee.  Subscriber will pay Company the Subscription Fee and any other amounts payable under this Subscription semi-annually or annually, in accordance with the payment terms set out in the Order Form. All Subscription Fees will apply from the Start Date through the remainder of that Initial Term or any Renewal Term, except that, upon no less than thirty (30) days prior notice to Subscriber, Company may, in its sole discretion, adjust the Subscription Fee effective upon the commencement of any Renewal Term.

  2. Payment Processing.  Payment will be submitted by Subscriber through an account of a payment provider or processor approved by Company. Subscriber agrees to abide by the terms and conditions applicable to such payment method. When Subscriber provides any payment account information to Stripe Payments Canada, Ltd. (“Stripe”), the approved payment processor of Company, Subscriber represents to Company that it is the Agent of such payment account. Stripe will automatically charge the Subscription Fee to Subscriber’s chosen method of payment in accordance with the payment schedule set out in the Order Form, plus applicable taxes. SUBSCRIBER IS FULLY LIABLE FOR ALL CHARGES TO ITS PAYMENT ACCOUNT(S).  SUBJECT ONLY TO SECTION 13.1, SUBSCRIBER UNDERSTANDS AND AGREES THAT ONCE IT AUTHORIZES STRIPE TO CHARGE ITS PAYMENT ACCOUNT(S) OR THE ASSOCIATED CREDIT CARD FOR A CERTAIN AMOUNT, SUCH AMOUNT IS FINAL AND NON-REFUNDABLE, IN WHOLE OR IN PART, AND UNDER ANY CIRCUMSTANCES.

  3. Payments Final.  Except for the right of non-renewal set out in Section 3, all Subscriptions are non-cancelable, and except for Section 13.1 relating to termination by Subscriber, all payments are final and non-refundable.

  4. Interest.  At Company’s discretion, any amounts due under this Subscription may accrue late interest at the rate of 18% per year (1.5% per month) or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid in full.  In addition, upon seven (7) days’ written notice to Subscriber, Company may suspend Subscriber’s access to the Services or terminate the Agreement if Company has not received the amounts due hereunder at the expiration of such period.

  5. Taxes. All quoted pricing does not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, excise, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”).  Subscriber is responsible for paying all Taxes associated with all amounts due under the Agreement. If Company is legally obligated to pay or collect Taxes for which Subscriber is responsible under the Agreement, then Company will include and collect such Taxes from Subscriber unless Subscriber provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for all taxes assessable against Company based on its revenues, assets (including real property) and personnel.

  1. SUBSCRIBER’S RESPONSIBILITIES

  1. Subscriber’s Responsibilities.  Subscriber will (a) be responsible for its compliance with the Agreement; (b) use the Platform and Services only in accordance with the Agreement and applicable laws and government regulations; and (d) comply with all Applicable Privacy Legislation.

  2. Usage Restrictions.  Subscriber will not and will ensure that its Agents do not: (a) sell, resell, license, sublicense, distribute, make available, rent or lease access to and use of the Platform or Services, or include access to or use of the Platform or Services in a service bureau or outsourcing offering, (b) use the Platform or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy or intellectual property rights, (c) use the Platform or Services to store or transmit Harmful Code, (d) interfere with or disrupt the integrity or performance of the Platform or Services, (e) attempt to gain unauthorized access to the Services or the Platform and its related systems or networks, (f) permit direct or indirect access to or use of the Services in a way that circumvents the Agreement seat or usage limit, or to access or use any of Company's intellectual property except as permitted under the Agreement, (g) modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) frame or mirror any part of the Services other than framing on Subscriber's own intranets or otherwise for Subscriber's own internal business purposes, or (i) disassemble, reverse engineer, or decompile the Services or any part thereof, or access the Platform or Services to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Platform or Services, (3) copy any ideas, features, functions or graphics of the Platform or Services, or (4) determine whether the Services is within the scope of any patent. Any use of the Platform, Services or Support by Subscriber or its Agents in breach of the Agreement that, in Company's judgment, threatens the security, integrity or availability of the Platform, Services or Support may result in Company immediately and without notice suspending Subscriber's access to the Platform, Services and Support.

  1. AGENT LOGIN

Upon creation of an account, Subscriber may appoint certain agents as authorized users who will be using the Services (collectively, “Agents”) who may sign up for a Company user account. Subscriber is responsible for ensuring that all Agents are aware of and agree to be bound by this Subscription, the Terms and the Privacy Policy. Subscriber is responsible for the use and termination of, and for maintaining the confidentiality of all Agent login credentials and will immediately notify Company of any unauthorized use of Agent login credentials Subscriber suspects or becomes aware of, or any other breach of security relating to the Services and the Platform known to or suspected by Subscriber. Agent login credentials cannot be shared or used by more than one Agent and Company is not responsible for any unauthorized access of any Agent’s login credentials even if Subscriber or its Agents have advised Company of such. Subscriber is responsible for all activities that occur under its Agents’ login credentials, whether or not such activities have been authorized by Subscriber or its Agents. Company reserves the right, but does not assume the obligation, in its sole discretion, to change or disable any of the Agent’s login credentials used in connection with the Services where Company suspects there has been an attempted or actual security breach or to ensure the security of the Platform.

  1. PROJECT AND COMPANY PROFILE WIDGETS

Subscriber may choose to use and implement a Project Widget on the Platform to showcase its individual mining projects (“Subscriber Projects”). Each Party agrees that Subscriber, or its Agent, is responsible for implementing the Project Widget on to the Platform and in a location as determined by Subscriber in its sole discretion.

Subscriber may, at its option, add a separate Project Widget to showcase any and all Subscriber Projects on the Platform (“Company Profile Widgets”). Subscriber will pay Company a one-time fee  (“Company Profile Widget Fee”) for the use and implementation of the Company Profile Widget. The Company Profile Widget Fee will be processed and charged to Subscriber at the time Subscriber implements the Company Profile Widget, in accordance with Section 5.2.

  1. FUTURE FUNCTIONALITY

Company makes no representation or warranty as to any future features or functionality of the Services or the Platform.  Subscriber hereby acknowledges and agrees that its Subscription is contingent only on the delivery of the Services expressly set out in the Order Form, based upon the current features and functionality of the Platform, and not on any other future functionality or features, services offerings, displays, reports, analytics, demonstrations, prototypes, mock-ups or on any oral or written representations made by Company whatsoever.

  1. PROPRIETARY RIGHTS

  1. Feedback.  Subscriber hereby grants Company a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, fully transferrable and sub-licensable, unlimited right and license to exploit all Feedback.

  2. Licenses to Subscriber Content and Subscriber Marks.  Subscriber hereby grants Company a non-exclusive, royalty-free, worldwide, transferrable right and license to host, copy, display, reproduce, access, publish and use the Subscriber Content and the Subscriber Marks as may be necessary for Company to perform the Services. Subject to the limited license granted to Company to use the Subscriber Content and the Subscriber Marks under this Section 9.2, all other rights, title and interests are reserved unto Subscriber.  

  3. Company Subscriber Content Access. Subscriber is responsible for the upkeep of the Subscriber Content on the Platform. Subscriber hereby grants Company a right, at its sole discretion, to access, review, and/or update the Subscibrer Content from time to time to ensure the Subscriber Content is up to date (“Content Changes”). Company will give Subscriber notice of Content Changes by posting the Content Changes to the Platform and Subscriber agrees to reivew the Subscriber Content periodically to ensure that it is aware of the Content Changes. Subscriber’s continued access or use of the Subscriber Content, Services or Platform after any Content Changes are posted constitutes Subscriber’s acceptance of those Content Changes.

  4. Company’s Reservations.  Except for the rights expressly granted Subscriber under the Agreement, Company retains all right, title and interest in and to the Platform, the Services, the Company Marks, the arrangement and look and feel of the Platform, End User Data, software, algorithms, methodology, and derivative works it develops in the foregoing in the course of performing the Services under the Agreement, and all intellectual property rights therein.

  5. License to Use Company Marks.  Company hereby grants Subscriber a non-exclusive, royalty-free, worldwide, nontransferrable right and license to copy, display, access, publish and use the Company Marks for promotional and marketing purposes relating to the Platform and the Services.

  6. End User Data.  Company will retain ownership of all End User Data. Upon request from Subscriber, and up to twice per year, Company will provide to Subscriber reports regarding End Users’ use of and access to Subscriber’s profile on the Platform. Company may elect to issue End User Data reports more frequently. Such End User Data will be provided to Subscriber in a format determined by Company in its sole discretion, and all data will be aggregated and anonymized.

  1. NO WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE PLATFORM, SERVICES, AND COMPANY CONTENT IS MADE AVAILABLE ON AN "AS-IS", "AS AVAILABLE" AND “WHERE AS” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, SECURITY, ACCURACY, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WHETHER IMPLIED BY STATUTE, COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE IN LAW. COMPANY DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR COMPANY CONTENT IS SUITABLE FOR OR WILL MEET SUBCRIBER’S OR ITS AGENTS’ REQUIREMENTS, IS FREE OF DEFECTS OR HARMFUL CODE, THAT THE OPERATION OF THE PLATFORM, SERVICES, OR COMPANY CONTENT WILL BE FREE FROM INTERRUPTION, OR ERROR-FREE, AND COMPANY DOES NOT WARRANT THAT DEFECTS IN THE PLATFORM, SERVICES, OR COMPANY CONTENT WILL BE CORRECTED. SOME JURISDICTIONS MAY NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES AND THE ABOVE DISCLAIMERS MAY NOT APPLY TO SUBSCRIBER TO THE EXTENT DISCLAIMED.

  1. LIMITATION OF LIABILITY

  1. Limitation of Liability.  COMPANY IS NOT RESPONSIBLE TO SUBSCRIBER OR ITS AGENTS FOR USE OF THE PLATFORM, SERVICES, OR COMPANY CONTENT AND SUBSCRIBER ACCEPTS THAT ITS AGENTS’ ACCESS TO AND USE OF PLATFORM, SERVICES AND COMPANY CONTENT WILL BE AT THE AGENT’S SOLE RISK AND EXPENSE.

  2. Exclusion of Liability.  THE COMPANY PARTIES WILL NOT BE LIABLE FOR ANY LOSSES OF ANY KIND WHATSOEVER REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, EQUITY OR UNDER ANY OTHER LEGAL THEORY) INCLUDING WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING IN CONNECTION WITH SUBSCRIBER’S OR ANY AGENT’S ACCESS TO AND USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM, SERVICES, COMPANY CONTENT OR SUPPORT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

  3. Aggregate Limitation of Liability.  IF HOWEVER COMPANY IS FOUND LEGALLY RESPONSIBLE TO SUBSCRIBER FOR ANY LOSSES SUBSCRIBER MAY HAVE SUFFERED ARISING IN CONNECTION WITH SUBSCRIBER’S OR ITS AGENTS’ ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE THE PLATFORM, SERVICES, OR COMPANY CONTENT, THEN COMPANY’S LIABILITY TO SUBSCRIBER WILL BE NO MORE THAN ONE HUNDRED DOLLARS ($100.00). SUBSCRIBER FURTHER ACKNOWLEDGES THAT: (A) THE SUBSCRIPTION FEES ARE BASED UPON THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SPECIFIED HEREIN AND (B) SUCH CHARGES WOULD BE SUBSTANTIALLY HIGHER IF ANY OF THESE PROVISIONS WERE UNENFORCEABLE.  THIS LIMITATION UPON LOSSES WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

  1. INDEMNITY

Subscriber will indemnify and hold harmless the Company Parties from and against any and all third party Claims made against any of the Company Parties and all Losses suffered, sustained or incurred by any Company Party, in either case, as a result of any matter or thing arising from or connected to (i) Subscriber’s breach of the Agreement; (ii) Subscriber’s or any Agent’s use of the Platform, Services or Company Content; (iii) a Claim that the Subscriber Content infringes or misappropriates a third party’s copyright, patent or other intellectual property right.

  1. TERMINATION

  1. Termination by Subscriber.  A Subscription under this Agreement will continue in force and effect until Subscriber chooses to cancel or non-renew its Subscription. If Subscriber cancels its Subscription prior to the end of the Initial Term or Renewal Term, there will be no refund, and the Subscriber will be opted out of the automatic renewal.

  2. Termination by Company.  Effective upon notice to Subscriber, Company may terminate the Agreement and the Subscriber’s and its Agents’ rights under it, for Subscriber’s or any Agent’s material breach of the Agreement, including but not limited to Subscriber's failure to make any payment due under the Agreement.

  3. Subscriber’s Data Portability and Deletion.  At any time before the termination of the Agreement and upon receipt of written notice from Subscriber, Company will make the Subscriber Content available to Subscriber for export or download in its native format. Two (2) days following expiry or the effective date of termination of the Agreement, Company will have no obligation to maintain or provide any Subscriber Content and can delete or destroy all copies of Subscriber Content in Company’s systems or otherwise in Company’s possession or control, unless legally prohibited and without any liability to Subscriber whatsoever.

  4. Surviving Provisions.  Sections 9, 10, 11 and 12 and this Section 13 together with any provisions necessary for the interpretation and construction of the Agreement will survive and continue notwithstanding any expiry or termination of the Agreement.

  1. NOTICE

Any demand, notice or other communication to be given in connection with this Agreement will be in English and will be deemed to have been given if sent by email to the email addresses set out by the Parties on the Order Form, with delivery deemed to be on the day sent if sent during business hours of recipient, failing which on the next business day.

  1. ENTIRE AGREEMENT

The Order Form, this Subscription, the Terms and the Privacy Policy constitute the entire agreement between the Parties with respect to the subject matter hereof, and will supercede and replace all prior agreements, understandings and communications between the Parties with respect to the subject matter hereof.  Except as otherwise expressly provided in the Agreement, there are no representations, warranties, conditions other agreements or acknowledgements, whether direct or collateral, express or implied, that form part of or affect the Agreement. The execution of this Agreement has not been induced by, nor do either of the Parties rely upon or regard as material, any representations, warranties, conditions, other agreements or acknowledgements not expressly made in the Agreement.

  1. GOVERNING LAW

The Agreement and all related documents and all matters arising out of or relating to the Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard to conflicts of law principles. The Parties hereby irrevocably and unconditionally agree not to commence any action, litigation or proceeding of any kind whatsoever against each other that arises from or relates to the Agreement, regardless of legal theory (whether by contract, equity, tort (including negligence), fraud, under statute or other) in any forum other than the courts of the Province of British Columbia and unconditionally accept and submit to the exclusive jurisdiction of such courts and agree to bring any such action, litigation or proceeding only in the courts of the Province of British Columbia located in Vancouver, British Columbia. The application of the 1980 United Nations Convention on Contracts for the Sale of Goods is expressly excluded.  

  1. NO OTHER TERMS AND CONDITIONS

The terms and conditions set forth in the Agreement are the only conditions upon which Company is prepared to deal with Subscriber and they will govern to the entire exclusion of all other terms or conditions. Without limiting the foregoing, any pre-printed terms and conditions originating on documents from Subscriber will not replace, supersede, modify or amend the terms of this Agreement.