Orepath Standard Terms

a) Client means the party addressed in the Proposal, and its related body corporates.

b) Client Background IP means all title, copyright and other intellectual property rights in and to any Client Materials provided by the Client to Orepath, and any other intellectual property rights belonging to the Client at the date of this Contract.

c) Client Materials means any information or data relating to the business of the Client or its related corporations, including as to its operations, facilities, customers, employees, assets, products, sales and transactions, in whatever form the information exists, and includes any:

• i) Client data accessed by any person through the provision of the Software Products;
• ii) documentation or records related to Client data or information;
• iii) information and reports resulting from the use or manipulation of Client data or information;
• iv) specific model configuration developed for the Client; and
• v) copies of any of the above.

d) Client Project IP means all title, copyright and other intellectual property rights in and to any new materials or reports generated from Client Materials in the course of performance of this Contract, and for the avoidance of doubt, including by use of the Software Products.

e) Contract means the Standard Terms, the Proposal, the EULA (if applicable) and any schedules, appendices, or amendments.

f) Contract Term means the term of the Contract as specified in the Proposal or Purchase Order. If no term is specified, then the term shall be six months from the date of the latest Purchase Order in relation to this Contract. In any event, the term shall include the full duration of any subscription Licences issued in relation to this Contract.

g) Force Majeure Event means in respect of a Party, any event or circumstance or combination of events or circumstances occurring from the start of the Contract Term, the occurrence of which is beyond the reasonable control (direct or indirect) of, and could have not been avoided by steps which might reasonably be expected to have been taken by, such Party acting as a reasonable and prudent Party, provided that an economic downturn or hardship suffered by a Party will not be deemed hereunder to be a Force Majeure Event.

A Force Majeure Event will include but not necessarily be limited to any of the following matters:

• i) war, invasion, acts of government, acts of a foreign enemy, acts of terrorism, hostilities or warlike operations (whether that be declared or not), civil war, mutiny, rebellion, revolution, insurrection, military or usurped power, blockade, confiscation or destruction or requisition by order of any Authority, including prevention or denial of trade, sanctions or closure of borders;
• ii) earthquake, flood, fire, drought or other physical disaster; or
• iii) pandemic, infectious disease, or other medical disaster; or
• iv) strike or lockout or other industrial action by employees.

h) Insolvency and Insolvent has the meaning given to it in the Corporations Act 2001 (Cth).

i) Liability means liability of any kind, whether in contract (including breach of warranty), in tort (including negligence), in strict liability, under statute, for indemnity and otherwise, for any and all injuries, claims, losses, expenses or damages arising out of or in any way related to Orepath’s services and the services of Orepath’s subcontractors, consultants, agents, officers, directors and employees from any cause or causes. The term “liable” has a corresponding meaning.

j) Licence means the licence to use the Software Products granted under clause 21)e), on the terms of this Contract.

k) Orepath means Orepath Pty Ltd (ABN: 36 663 774 785).

l) Orepath Background IP means all title, copyright and other intellectual property rights in and to the Software Products (including but not limited to any images, photographs, text, and software code incorporated into the Software Products), the accompanying Orepath Materials and any copies of them, and any other intellectual property rights Orepath has in anything as at the date of this Contract.

m) Orepath Materials means any reports, calculations, studies, recommendations, estimates, analyses, information, or documents provided by Orepath to the Client.

n) Orepath Project IP means all title, copyright and other intellectual property rights in and to any of the following developed or created pursuant to, or in the course of performing this Contract:

• i) any software (including but not limited to any addition to or modification of the Software Products and any images, photographs, text, and software code incorporated into the Software Products), coding or algorithms or methodologies, but excluding any physical mining, extraction or mineral processing methodologies, which shall be Client Background IP or Client Project IP; and
• ii) any accompanying Orepath Materials and modifications of them.

o) Party means a party to the Contract or to any other document or agreement and includes a permitted substitute or a permitted assign of that party.

p) Proposal means the details in the proposal letter accompanying this document.

q) Purchase Order means a document entitled ‘Purchase Order’ and issued by the Client or its Related Body Corporate for the supply of goods or services under this Contract and includes any documents annexed to or referenced within it, including any scopes of work, terms, and/or specifications.

r) Software Products means the software products provided by Orepath from time to time.

s) Standard Terms means this document.

t) User means an individual person that the Client authorises to use the Software Products and includes any person that uses the Software Products provided to the Client from any of the devices on which the Client installs the Software Product, or with any of the Client’s User details, whether or not actually authorised by the Client.

a) If either Party to this Contract is prevented from or delayed in performing any of its obligations by a Force Majeure Event, it will notify the other Party in writing of the nature and expected duration. Both Parties will thereupon be excused from performance for as long as circumstances continue.

b) A Party claiming Force Majeure must use its best endeavors to remove or overcome the effects as quickly as possible.

c) If performance is excused for a continuous period of ninety (90) days, either Party may terminate this Contract forthwith by written notice. Each Party will absorb its own costs and losses.

17) Unforeseen Occurrences: Orepath will notify Client if unforeseen conditions significantly affect scope, and parties will re-scope in good faith.

18) Time Bar: Claims must be brought within 12 months from when the claim first arose or completion of services.

Support is included for all active named-user licenses via support@orepath.com.