“Data” means the raw and calculated drilling data, reports and any site content including third party data;

“Services” means the KruxMetrix services available via the Site’s secure web application and the KruxLog data collection app, used for the collection, storage, and display of Data;

“Krux” means Krux Analytics Inc., an Alberta corporation;

“Site” means the Krux websites at https://kruxanalytics.com, https://kruxmetrix.kruxanalytics.com, https://kruxlogix.kruxanalytics.com and any website owned or operated by Krux from which the Services or Data are made available;

“Software” means Krux’s online, Web-based applications and services that you use or subscribe to, including any associated offline components; and

“Daily Report Dataset” means the raw dataset, collected by the KruxLog application and the raw datasets entered within the KruxMetrix service that are subsequently validated and/or approved by the “Service Provider” and the “Resource Company” respectively

In connection with your use of the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site, the Software, and the Services that all the information that you provide to this Site or in connection with the Software and Services will be correct, current, and complete. If Krux believes that the information you provide is not correct, current, or complete, Krux has the right to refuse you access to this Site, the Software, or any of its Services, and to terminate or suspend your access to the Site, the Software, or any of Krux’s Services, at any time. However, Krux has no obligation to verify the accuracy, currency, completeness or usefulness of any information that you have provided.

A) You may use this Site for your own internal business purposes as expressly permitted by this Site. You may not use this Site for any other purpose, including any commercial purpose, without Krux’s express prior written consent.

B) Krux is protected under Canadian copyright, patent and trade-mark laws and other laws of Canada and other nations. Other than the Data itself, the KruxTM Software are the exclusive property of Krux. Except as otherwise explicitly provided in these Terms, you may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, the Krux Software or Services, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of Krux. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Krux or allow any third party to access the Krux Software or Services. The restrictions set out herein shall not apply to the limited extent the restrictions are prohibited by applicable law.

C) Trademarks, service marks, and logos appearing on the Krux Software or Services are the property of Krux or the party that provided the trade-marks, service marks, and logos to Krux. Krux and any party that provided trade-marks, service marks, and logos to Krux retain all rights with respect to such trade-marks. Nothing contained in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any such trademarks.

A) Ownership of the Daily Report Dataset shall co-reside between the Service Provider and/or Resource Company whom pays for a subscription to Krux Software. Ownership of all other Dataset being collected will reside with the Service Provider or Resource Company which entered the dataset.

B) Krux shall bear no responsibility for monitoring, controlling or policing such usage rights. As a user of the Site, you agree not to attempt to gain or allow access to any Data to which you are not entitled under these or any other agreement. For greater clarity, Krux exercises no control whatsoever over the content, accuracy or quality of any Data at any time.

C) Subject to Sections 6, 10 and 12(b), Krux will use reasonable efforts to treat, and to cause all its employees and subcontractors to treat, Data as strictly confidential and will not use, exploit or disclose Data or any part thereof to any person or entity or for any purpose whatsoever (including in any manner that would benefit any competitor of the Resource Company or Service Provider) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the owning Resource Company or Service Provider.

D) Krux may access, use, store,reproduce, Data to the extent necessary to provide the Services contemplated hereunder and for the limited purpose of making product enhancements and developing and implementing algorithms based on the general lessons learned in the course of performing the Services. Krux will disclose Data solely to its employees and Service Providers who have a need to have such access in order for Krux to fulfill its obligations hereunder.

E) Upon the request of a Resource Company or Service Provider, Krux shall make reasonable efforts to return and confirm in writing all originals, copies and summaries of the applicable Data or, at the option of such Resource Company, destroy and confirm in writing the destruction of the applicable Data. Notwithstanding the foregoing, Krux shall not be required to return or destroy any electronic copy of applicable Data created pursuant to Krux’s standard electronic back-up and archival procedures of general application, provided that Data is at all times protected from disclosure in accordance with these Terms.

This Site may also contain information, materials, applications, modules or links (“3rd Party Content”) that is owned or provided by persons other than Krux, including certain Service Providers (“3rd Party Providers”). Separate or additional terms and conditions may apply to such 3rd Party Content and 3rd Party Providers.

A) While we attempt to be as accurate as possible regarding the Services, and to ensure that all information contained on the Site is accurate and up-to-date, we do not represent or warrant that the information contained on the Site, the Services, or the Software (including the Data) is accurate, complete, reliable, current or error-free.

B) You understand and agree that the Services are provided on an "as-is, as available" basis without any further warranty, representation or covenant of any kind, including as to any result or benefit that you may obtain through your use of the Services, the Software, or the Site. Krux assumes no responsibility for the timeliness, truthfulness, accuracy, reliability or completeness of any information made available to you through the Services or for the mis-delivery of any information accessed or downloaded by you. You acknowledge that any reliance on the Services or Software will be at your own risk and that you must bear all risks associated with the use of any Services or Software, including any reliance on the accuracy, completeness, or usefulness of the Data or such Services or Software. Krux shall be held harmless and blameless by you and free of any and all liabilities that may occur as a result of any use or application of the information provided by Krux in connection with your use of the Services or Software.

If you are a company, your company account will be set up with an Administrator account to allow you to manage your user access to the Services or Software in accordance with your company policies. Krux recommends that all user access to company information be administered through your Administrator contact within your company. However, we recognize that some companies do not wish to manage their users and will ask that Krux personnel perform this task on their behalf. In order to provide our customers with a positive user experience, Krux shall accept this request and will, if directed, manage user access when directed in writing. If you ask Krux to manage this function, you acknowledge and agree that Krux personnel are unaware of your company policies, any changes to employee status, or any changes in employee assignments within your organization. Accordingly, Krux cannot and does not guarantee or warrant the accuracy or correctness of any changes that it makes on your behalf and Krux shall be held harmless and blameless by you and free of any and all liabilities that may occur as a result of its performance of such services on your behalf.

A) You acknowledge and agree that you will access and use the Site, the Services, and the Software in a professional, responsible and businesslike manner in accordance with applicable laws. Of course, you are prohibited from using a false email address, from impersonating another person or entity, from providing any other false information, or otherwise misleading Krux as to your identity when you are on the Site or otherwise communicating with Krux.

B) Your feedback on Krux’s products and services (including Krux and the Services) is welcomed and encouraged. You herby agree, however, that: if you elect to provide suggestions, ideas, proposals, concepts or other feedback to Krux (whether written, verbal or in any other format or manner) in connection with our products or services (“Feedback”), you acknowledge and agree that Krux has no obligation (whether of confidentiality, compensation or otherwise) with respect to such Feedback and Krux will be free to use and exploit Feedback in any manner without restriction of any kind and will not incur any liability as a result of any similarities that may appear between Feedback and future Krux operations, Services, and Software. You acknowledge and agree that all Feedback will be the sole and exclusive property of Krux. You hereby agree to irrevocably transfer and assign to Krux all of your rights, title, and interest in and to all Feedback, including all intellectual property rights therein. At Krux’s request and expense, you will execute documents and take such further acts as Krux may reasonably request to assist Krux to acquire, perfect and maintain its intellectual property rights and other legal protections for Feedback. In addition, you irrevocably waive all of your moral rights as author in respect of such Feedback, however arising.

C) You further agree that you will use this Site and the Services and Software for lawful purposes only and represent and warrant that you will not use the Site, the Services, or the Software to:

(i) download, post, e-mail or otherwise transmit anything that is unlawful, harmful, threatening, abusive, harassing, tortious, homophobic, sexist, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, including but not limited to any communication which encourages conduct that would constitute a criminal offence, violate the laws of others or otherwise violates any applicable local, provincial, national or international law;

(ii) download, post, e-mail or otherwise transmit any information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(iii) use the Site or any Site content or 3rd Party Content (collectively, “Content”) downloaded through the Site to post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” ”spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(iv) upload, post, e-mail or otherwise transmit any information to the Site that contains software viruses/malware or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure or limits the functionality of any Krux or third party computer hardware, software, networks, or hardware or telecommunications equipment;

(v) interfere with or disrupt the Site or servers or networks connected to the Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, or “mail-bombing” the Site or disobeying any requirements, procedures, policies or regulations of networks connected to the Site;

(vi) direct bots, spiders, crawlers or any other automated process at Krux’s computer systems or otherwise, create unreasonable load upon any of Krux’s computer hardware, network, storage, input/output or electronic control devices;

(vii)use the Site, the Software, or the Services for any public or commercial purposes, without the express prior written permission of Krux;

(1) intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with your access and use of the Site, the Software, and the Services;

(2) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, the Software, or the Services; or

(3) collect or store personal data about other users of the Site, the Software, or the Services.

D) Any breach of the above representations, covenants and warranties could result in immediate termination of your use of the Site, the Software, and the Services, and, if appropriate, referral to relevant law enforcement authorities. Krux may collect, use, transfer, store or otherwise process information that Resource Company or Service Providers disclose or input into Krux’s systems that is of a personal nature (“Personal Information”).

E) Krux may process such Personal Information, along with operational information and data Krux obtains in the course of performing Services, in the United States and various jurisdictions in which Krux operates or uses computer equipment. Personal Information will be at all times processed in accordance with the applicable laws and Our Privacy Policy. In addition, Krux will require any of its Service Providers and subcontractors that process Personal Information on its behalf to do so in accordance with such requirements. You confirm that you will use the Personal Information you access in accordance with applicable laws and with the appropriate permission from owners of such Personal Information.

Please read and review Krux’s Privacy Policy, which describes Krux’s privacy policies and practices in detail, as such statement may be amended from time to time by Krux. Krux advises you to check the Privacy Policy on a frequent basis for changes.

You hereby consent to the use of your personal information by Krux in accordance with the terms and for the purposes set forth in the Privacy Policy. By agreeing to these Terms or by making any use of the Site, the Services, or the Software, you acknowledge and agree that certain information about you is subject to Krux’s Privacy Policy.

A) You understand that Krux cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of Data input and output, and for maintaining a means external to this Site for the reconstruction of any lost Data. Krux does not assume any responsibility or risk for your use of the Internet.

B) You, and not Krux, assume the entire cost of all necessary servicing, repair or correction in the event of any loss or damage arising from the use of this Site, the Krux Software or the Services. Anything downloaded or otherwise obtained through your use of the Site is used by you at your own risk and you will be solely responsible for any damage to your computer systems or loss of data that results from the downloading of such material. Krux does not represent or warrant that this Site, the Krux Software, the Services, its servers or email sent from the Site are free from viruses or other harmful components.

C) Your use of this Site, the Data, the Krux Software or the Services is at your own risk. Except as described herein, Krux expressly disclaims all representations, warranties, guarantees and conditions, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement or those arising out a course of dealing or usage of trade for the Site, the Software, and the Services. Krux makes no representations, warranties or conditions regarding the completeness, accuracy, availability or appropriateness of the Site, the Data, the Krux Software, or the Services or their usefulness for your purposes. For greater clarity, Krux does not represent or warrant that (i) the functions or content contained in this Site, the Data, the Krux Software, or the Services will be uninterrupted, reliable, accurate, complete, suitable, valid, truthful, error-free or will meet your requirements in any way; (ii) any defects in the Site, the Data, the Krux Software, or the Services will be corrected, or that this Site or the server(s) that make it available are free of viruses or other harmful components; (iii) the use of the Site, the Data, the Krux Software, or the Services will be timely, secure, or error-free; (iv) the results that may be obtained from your use of the Site, the Data, the Krux Software, or the Services will be accurate, beneficial or reliable; or (v) the quality of this Site, the Data, the Krux Software, or the Services obtained by you will meet your expectations. The Site, the Data, the Krux Software, or the Services may include technical inaccuracies or typographical errors, and Krux may make changes or improvements to the Services at any time.

D) In no event shall Krux, its directors, officers, shareholders, employees, 3rd Party Providers, agents or advisors be liable to you or any other person or entity for any direct, indirect, exemplary, incidental, consequential or punitive damages, including lost profits, loss of income, loss of anticipated sales, loss of opportunities, business interruption, failure to realize unexpected savings, damage to property, claims of third parties, loss of goodwill, use, data or other intangible losses or other economic loss arising from: (i) your use or inability to use this Site, the Data, the Krux Software, or the Services; (ii) any third party claims that the use by you of any Content or any of the Software or Services violates any third party intellectual property right or privacy right; (iii) any failure of performance of this Site, the Data, the Krux Software, or the Services, whether related to error, omission, interruption, defect, delay in operation or transmission, computer viruses or line failure; or (iv) any other matters relating to this site, any Feedback, any Content, the Site, the Data, the Krux Software, or the Services, based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not such Krux had any knowledge, actual or constructive, that you might incur such damages. You acknowledge that entry, conversion and storage of Data is subject to human and machine error and that Krux shall not be liable to you or any third party for any loss, corruption or errors in Data, including detrimental reliance on manipulated, corrupted or erroneous data.

E) THE TOTAL LIABILITY OF KRUX, WHETHER UNDER THE EXPRESS OR IMPLIED TERMS OF THIS AGREEMENT, IN TORT (INCLUDING NEGLIGENCE OR OTHER DUTY OF CARE) OR AT COMMON LAW, FOR ANY LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO ANY DATA LOSS OR CORRUPTION, SUFFERED BY YOU OR ANY OF YOUR USERS OR THIRD PARTIES, WHETHER DIRECT, INDIRECT OR SPECIAL, OR ANY OTHER SIMILAR DAMAGE THAT MAY ARISE OR DOES ARISE FROM THE SITE, THE DATA, THE KRUX SOFTWARE, OR THE SERVICES OR ANY BREACH OF THIS AGREEMENT BY KRUX, IS LIMITED TO THE AMOUNT OF THE FEE PAID TO KRUX BY YOU, IF ANY, FOR ACCESS TO KRUX.

F) Krux disclaims any and all such above representations, warranties and conditions to the fullest extent permissible under applicable law. Certain jurisdictions do not allow limitations on implied warranties or conditions or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.

You agree at all times to defend, indemnify and hold harmless Krux, its employees, Service Providers, agents, officers, directors, successors and assigns (the “Indemnified Parties”) from and against any claims, losses, judgments, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of the Site, any Content including the Data, the Krux Software, or the Services or from your violation of these Terms.

A) Any usernames and passwords used for this Site, the Services, or the Software, are for individual use only. You will be responsible for the security of your username and password. If Krux cancels your username or password for any reason, you agree not to reregister with us without Krux's prior written consent. In the event that you reregister without Krux's prior written consent, Krux will have the right in its sole discretion, without notice to you, to cancel your username and password.

B) Krux reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Krux to disclose the identity of anyone posting any messages, or publishing or otherwise making available any materials that are believed to violate these Terms. For greater clarity, Krux will be entitled to disclose Data if such disclosure is required by a court, administrative body, or regulatory body (including a stock exchange) of competent jurisdiction, provided that Krux will use commercially reasonable efforts to: (a) give prompt written notice of any such requirement for disclosure to the applicable Resource Company so that such Resource Company may seek a protective order or other appropriate remedy; (b) take such steps as are reasonably necessary and available to maintain the confidentiality of Data by such court, administrative or regulatory body; and (c) in any event, make such disclosure only to the extent so required. By using the Site, the Services, and/or the Software, you hereby waive, and hold Krux harmless from, any claims resulting from any action taken by Krux during or as a result of its investigations and/or from any actions taken as a consequence of investigations by either Krux or law enforcement authorities.

Please report any violations of these Terms to Krux at support@kruxanalytics.com.

You acknowledge and agree that these Terms shall remain in effect for so long as you access the Site, the Data, the Krux Software, or the Services. Krux reserves the right to terminate your use of the Site, the Software, or the Services at any time, for any reason, with or without cause, if Krux believes that you are violating these Terms in any way. Krux may also terminate your password on the Site at any time, with or without cause or notice, for any reason. If you wish to terminate your account, you many choose to cease your use of the Site or to send Krux notification by e-mail support@kruxanalytics.com and the Data will be made available to you as described above. Krux shall not be responsible for maintaining or returning Feedback or your password. You should always maintain a copy of your Feedback. You acknowledge that any termination of this agreement will not discharge you of any of your obligations to pay for any outstanding charges or penalties owed to Krux at the time of termination. Sections 2-12, 14-16 shall survive any termination of these Terms for any reason.