Software License Agreement

SOFTWARE LICENSE AGREEMENT

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 the Analysis Suite applications, 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 any application of the Analysis Suite licensed to you (which may include GHE Analysis, TRT Analysis and other Analysis Suite applications), the Licensed Product provided pursuant to this SLA.

Grant of License

Subject to the terms of this SLA, P3 Geothermal inc. hereby grants the Licensee a limited, revocable, non-exclusive and non-transferable licence to use the Software during the Licence Term. The Licence Term begins on the date of purchase and expires automatically twelve (12) months thereafter unless renewed by the Licensee. 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 single-computer licence to the Licensee. The Software may be installed and used on a maximum of one computer per licence.

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, disassemble, modify or create derivative works of the Software, except to the extent expressly permitted by applicable law.

Support

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

Privacy and Protection of Personal Information

P3 Geothermal inc. is responsible for the personal information processed in connection with the Software, in accordance with Quebec's Act respecting the protection of personal information in the private sector (as amended by Law 25), the European Union and United Kingdom General Data Protection Regulation (GDPR), Canada's PIPEDA, the California Consumer Privacy Act (CCPA/CPRA) and other applicable data-protection laws. Questions or requests concerning your personal information may be sent to privacy@gheanalysis.com.

Information we process. Depending on how you obtain and use the Software, we may process: your name, email address and organization (where provided at purchase); a licence identifier and licence status; your IP address and technical data such as application version, operating system and language; and licence activation and usage events. Payment and order information is handled by our store provider; we do not store complete payment-card data.

Purposes and legal bases. We use this information to deliver, validate and protect your licence (performance of our contract with you); to prevent fraud, piracy and unauthorized sharing and to maintain and improve the Software (our legitimate interests); and for other purposes with your consent where the law requires it. Some licence checks are carried out by automated means.

Service providers and cross-border transfers. Limited information may be disclosed to service providers acting on our behalf, including our online store and licence-delivery providers and a network time service used to verify the current date. Your information may be processed outside your province or country, including in Canada, the United States and the European Economic Area. Where the law requires, we carry out the necessary assessments and apply appropriate safeguards before such transfers.

Retention. We keep personal information only for as long as necessary to fulfil the purposes described above or to meet legal requirements, after which it is destroyed or anonymized.

Your rights. Subject to applicable law, you may request access to, correction of, or deletion of your personal information; withdraw your consent; object to or request restriction of certain processing; request portability; and, in Quebec, request de-indexation or the cessation of dissemination. You may also lodge a complaint with the Commission d'acces a l'information du Quebec or, in the European Economic Area or United Kingdom, with your local data-protection authority. To exercise your rights, contact privacy@gheanalysis.com.

Full policy. Our full Privacy Policy, available at https://www.gheanalysis.com/policies/privacy-policy, provides additional detail and forms part of this Agreement. If there is any conflict between this section and the Privacy Policy regarding personal information, the Privacy Policy governs.

Licence Validation. The Software may periodically communicate with servers operated by P3 Geothermal inc. to validate licence status, verify eligibility for updates, prevent unauthorized use and confirm the current date and time. Failure of such validation may result in restricted functionality, suspension or termination of the licence.

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 may not assign, transfer, sublicense or otherwise convey any rights granted under this Agreement without the prior written consent of P3 Geothermal inc. 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. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, in whole or in part, such provision shall be deemed modified and enforced to the minimum extent necessary to make it valid and enforceable while preserving its intent. If such modification is not possible, the provision shall be severed from this Agreement. In either case, the remainder of this Agreement shall remain in full force and effect and shall not be affected, impaired, or invalidated.

Warranty and Disclaimer

P3 Geothermal inc., and author of this Software, expressly disclaim any warranty for the Software. 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.

Publicity Rights

Unless otherwise agreed in writing, the Licensee grants P3 Geothermal inc. the right to use the Licensee’s name and company logo for the sole purpose of identifying the Licensee as a customer of the Software on P3 Geothermal inc.’s website, marketing materials, and presentations. Such use shall be limited to factual reference and shall not imply endorsement. The Licensee may revoke this permission at any time by providing written notice to P3 Geothermal inc., upon which P3 Geothermal inc. shall promptly cease any further use of the Licensee’s name or logo.

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.

Mandatory Local Law and Consumer Rights

Nothing in this Agreement excludes, restricts or modifies any right, statutory guarantee, warranty or remedy that you have under mandatory law (including consumer-protection and data-protection law) and that cannot lawfully be excluded or limited. The disclaimers of warranty and limitations of liability set out above apply only to the maximum extent permitted by such law. Where you contract with us as a consumer, mandatory provisions of the law of your country or province of residence continue to apply, and you may be entitled to bring proceedings before the courts of your place of residence notwithstanding the Governing Law and Jurisdiction clause above.

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.