GIM Suite

End User Licence Agreement (EULA)

Document information
Authorised use © acQuire Software Pty Ltd
Authorised by S. Mundell
Document name GIM Suite End User Licence Agreement (EULA)

Version history
Version number Date

2.1 17 November 2015

2.2 27 September 2018
2.3 16 August 2019
2.4 28 February 2020
Table of Contents
About this document .................................................................................................................... 2
1 Definitions .......................................................................................................................... 3
2 Grant of licence .................................................................................................................. 6
3 Licence activation ............................................................................................................... 8
4 Licence restrictions ............................................................................................................. 9
5 Compliance........................................................................................................................12
6 Software maintenance, subscription and technical support.................................................13
7 Ownership .........................................................................................................................14
8 Limited warranty and disclaimer ........................................................................................15
9 Limitation of liability ..........................................................................................................17
10 Intellectual property infringement indemnity .....................................................................18
11 Anti-corruption, Bribery and Sanctions ...............................................................................19
12 Third party software ..........................................................................................................20
13 Confidentiality and privacy.................................................................................................21
14 Termination and breach .....................................................................................................22
15 Severability .......................................................................................................................23
16 Governing law ...................................................................................................................24
17 Variations ..........................................................................................................................25
Schedule - software terms of use .................................................................................................26
Privacy Policy Statement - acQuire Technology Solutions Pty Ltd ..................................................28

GIM Suite End User Licence Agreement 1

About this document
Purpose
This document sets out the terms and conditions for the use of acQuire GIM Suite software.

Agreement
IMPORTANT: Please read the following terms and conditions carefully before using this software: This End User
Licence Agreement (EULA) is a legal agreement between the person, company or organisation that has licensed
the acQuire GIM Suite software (Licensee) and acQuire Technology Solutions Pty Ltd (acQuire). By using the
acQuire GIM Suite software, Licensee accepts the software and agrees to become bound by the terms and
conditions of this EULA. If Licensee does not agree to be bound by these terms and conditions or does not have
the authority to bind Licensee to these terms and conditions, then do not use this software. This agreement
must be accepted by the Licensee prior to using the software.

GIM Suite End User Licence Agreement 2

1 Definitions
"Accredited acQuire Implementer" means a person who has been assessed, by acQuire, as competent to
implement and/or configure an acQuire GIM Database comprising acQuire's GIM Suite software products.
"acQuire" means acQuire Technology Solutions Pty Ltd, the company and the software technology created by
acQuire.
"acQuire Core" means all the ADM components that together provide a GIM Suite, Server-Side software
solution for licensed users in the Mineral, Coal and Hydrocarbon industries. It includes any ADM module
extensions and Core Connection Licences.
"acQuire GIM Database" means any GIM database solution implemented by acQuire for use by Licensee.
"acQuireDirect" means an application programming interface (API) used to access data stored in an acQuire
GIM Database.
"ADM" or "acQuire Data Model" means:
• the software and scripts that form part of the Software and which are used to generate an acQuire Core
(database);
• the design or logical model for the acQuire Core (database);
• the ADM is a key component of the acQuire Core (database).
"Affiliates" means all Persons directly or indirectly controlling, controlled by or under common control with the
Licensee, where control may be by management authority, equity interest or otherwise.
"Anti-Corruption Laws" means any law related to combating bribery and corruption, including the OECD
Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UN
Convention against Corruption and any implementing legislation promulgated pursuant to such Conventions,
the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, the Corruption of Public Officials Act
(Canada), and all other legislation and related regulations and guidelines (whether federal, provincial or
foreign) dealing with or relating to the corruption of public officials or bribery.
"Arena Software" means all or any of the following GIM Suite Software licences: Design, Contribute, Read.
"Client-Side Software" means all or any of the following GIM Suite software: acQuire Manager, acQuire Client,
acQuire DataEntry, and acQuire Depth Adjustment Tool.
"Commuted Licence" means a Floating Licence that has been checked-out to a specified node, for a specified
period, to enable a Floating Licence to be used offline, or where a connection cannot be made to the Licence
Manager.
"Competent Person" means a user has been assessed by acQuire, as competent to manage the operational
needs of an existing acQuire GIM Database.
"Confidential Information" means the confidential information of acQuire which relates to the subject matter
of this EULA and includes information relating to:
• the design, specification and content of the Software;
• the Documentation;
• the personnel, policies or business strategies of acQuire;
• the terms upon which the Software is being supplied and installed pursuant to this EULA; and excludes any
information that:
o is independently developed by Licensee;
o is or becomes publicly available without breach of this EULA;
o is rightfully received from a third party without obligation of confidence; or

GIM Suite End User Licence Agreement 3

 o is released for disclosure by the owner of the information with their written consent.
"Core Connection Licence" means a Named User Licence that is required for any user of Licensee, to access any
acQuire GIM Database containing an acQuire Core. Arena Software does not require a Core Connection
Licence.
"Defect" means a failure of the software to operate in substantial conformity with the Documentation.
"Deprecated Licence" means a licence for a software product that is no longer sold by acQuire because it has
been superseded by a newer product and licence. Licences are deprecated for a deprecation period, during
which they are still supported. On the Expiry Date, at the end of the deprecation period, Deprecated Licences
become Discontinued Licences.
"Discontinued Licence" means any Deprecated Licence that has reached its Expiry Date.
"Documentation" means all printed and digital materials, including but not limited to, online help, user
documentation, training documentation, or technical information and briefings supplied under this EULA.
"Dormant Licence" means any licence category where maintenance fees have not been paid for by Licensee by
the due date, and where a Dormant Licence Agreement has been signed by the Licensee and acQuire.
"Dormant Licence Agreement" means the terms and conditions of a separate agreement describing the
options available to a Licensee if they elect to make a Standard or Lease Licence dormant as per clause 2.9.
"End User" means any person or entity, other than the Subscriber, that uses the Software, with the
authorisation of the Subscriber from time to time.
"Expiry Date" means the date at which a Lease Licence or a Deprecated Licence expires.
"Floating Licence" means a licence that can be allocated to a user by a Licence Manager. A Floating Licence is
"checked-out" when a user begins using the Software on any given machine and is "checked-in" when a user
finishes using the Software. When a Floating Licence is checked-out, it is unavailable to other users.
"Gifted Licence" means any licence category provided by acQuire to Licensee that has no associated
maintenance fees. Gifted licences include Core Connection Licences that have been provided at no charge to
the Licensee. Gifted Licences exclude Trial Licences and Lease Licences.
"GIM" means Geoscientific Information Management.
"GIM Suite" means any or all of the following: acQuire 4 and acQuire Arena software products, including any or
all of the Arena Software, Server-Side Software and Client-Side Software, any Core Connection Licence or ADM
module as an extension of any of these products. (See also: Schedule – Software Terms of Use.)
"Intellectual Property Rights" means statutory and other proprietary rights in respect of trade marks, designs,
patents, circuit layouts, copyrights, confidential information, know-how and all other rights with respect to
intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property
Organization of July 1967 as amended.
"Lease Licence" means a Licence provided to Licensee for a specified term.
"Licence" is the legal right to use an acQuire GIM Suite software product according to the terms and conditions
of this EULA.
"Licence Key" means a unique key without which the Software will not run.
"Licence Manager" means the software program and systems of acQuire that controls the allocation and
activation of granted Licences to the user(s) of the Licensee.
"Licensee" means the Licensee (customer or partner of acQuire) specified in the written Quotation.
"Maintenance" means Software and/or Documentation updates and access to technical support for a
Standard, Trial, Lease, and Gifted Licence.
"Named User" means a user (individual) who is uniquely identified by a login and registered in the acQuire
Licence Manager system. A login cannot be shared between multiple users. Only the Named User can use the
Software on one system at any given time from any computer of Licensee.

GIM Suite End User Licence Agreement 4

"Named User Licence" means a Licence that has been allocated by the Licensee to a Named User to use
Software.
"Node-Locked Licence" means a licence to use Software on a specified machine or "node". A Node-Locked
licence is enforced by a Licence Key.
"Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof)
or other entity of any kind.
"Personnel" means the employees of the Licensee and personnel from third parties who work on behalf of the
Licensee under a contract entered into and between the Licensee and the third party.
"Privacy Policy Statement" means the Privacy Policy Statement provided at the end of this EULA.
"Quotation" means a written commercial proposal or offer provided by acQuire for the purchase of acQuire's
Software licences and services covered by this EULA.
"Restricted Party" means a Person that is (a) subject to, or owned or controlled by a Person subject to,
Sanctions; (b) located in or organised under the laws of a country or territory that is the subject of country- or
territory-wide Sanctions, or a Person who is owned or controlled by, or acting on behalf of such a Person; or (c)
otherwise a subject of Sanctions.
"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced
from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations
Security Council, the European Union, the Government of Canada, or Her Majesty’s Treasury of the United
Kingdom.
"Server-Side Software" means all or any of the following GIM Suite software; ADM, acQuire Core (for Minerals,
Coal and Hydrocarbons) and Core Connections (for Minerals, Coal and Hydrocarbons).
"Software" means any one of the acQuire software products, either individually or collectively, including but
not limited to: Arena Software, Server-Side Software, Client-Side Software, acQuireDirect, ADM, any ADM
modules or acQuire GIM Database, GIM Suite or other components, plug-ins, workflows, scripts, objects and
programs delivered on any media or downloaded over the internet, including but not limited to, alpha, beta,
pre-release, restricted versions or final commercial release provided in object or executable code format(s),
inclusive of backups, updates, service packs or sample code supplied under this EULA.
"Standard Licence" has the meaning given to that term in clause 2.2.
"Subscriber" means the person who registers to use the Software and, where the context permits, includes any
entity on whose behalf that person registers to use the Software.
"Subscription Licence" has the meaning given to that term in clause 2.3.
"Subscription Term" means the duration of the subscription.
"Support Compliant" means that a GIM Suite implementation has been assessed as compliant with acQuire's
implementation guidelines by an accredited acQuire Implementer or via a Warranty Survey. Implementation
guidelines may be subject to change and are at the sole discretion of acQuire.
"Terminated Licence" means a Gifted Licence that has been made Dormant, a Trial Licence or Lease Licence
that has expired or any other licence category where this EULA is terminated in accordance with its terms.
"Trial Licence" means a licence provided for a specified term for the sole purpose of evaluating the software for
commercial use by Licensee.
"Warranty Survey" means the conduct of a database audit by an Accredited acQuire Implementer for the
purpose of enabling acQuire to determine that a GIM Suite implementation is Support Compliant.
"You" means the Subscriber and, where context permits, an End User. “Your” has a corresponding meaning.

GIM Suite End User Licence Agreement 5

2 Grant of licence
2.1
The Quotation - provided by acQuire to the Licensee will specify the category of licence being granted to the
Licensee.

2.2
Standard Licence – acQuire grants to Licensee a perpetual, non-exclusive, non-assignable, non-transferable
licence to use the Software and Documentation for Licensee's internal use in accordance with the terms and
conditions set out in the Schedule - Software Terms of Use, and otherwise subject to the provisions of this EULA
and the restrictions imposed under clause 4.1.

2.3
Subscription Licence – acQuire grants to Licensee a non-exclusive, non-transferrable right to access the
Software and Documentation for Licensee's internal use in accordance with the terms and conditions set out in
the Schedule - Software Terms of Use, and otherwise subject to the provisions of this EULA and the restrictions
imposed under clause 4.1.
The Subscriber determines who is an End User and what level of user role access to the organisation and
Software that each End User has.
The Subscriber is responsible for all End Users’ use of the Software.
The Subscriber controls each End Users’ level of access to the Software at all times and can revoke or change
an End Users’ access or level of access at any time and for any reason, in which case that person or entity will
cease to be an End User or shall have that different level of access, as the case may be.
The licence expires at the end of the Subscription Term.

2.4
Trial Licence – Licensee's rights and obligations under a Trial Licence are the same as those for a Standard
Licence, except that the licence expires after 30 days and is subject to the restrictions imposed under clause
4.2.

2.5
Lease Licence – Licensee's rights and obligations under a Lease Licence are the same as those for a Standard
Licence, except that the licence expires on the Expiry Date or after one year if no Expiry Date is specified and is
subject to the restrictions imposed under clause 4.3.

2.6
Gifted Licence – Licensee's rights and obligations under a Gifted Licence are the same as those for a Standard
Licence, except that there will be no associated annual maintenance fees. A Gifted Licence is subject to the
restrictions imposed under clause 4.4. A Gifted Licence cannot be made Dormant.

2.7
Deprecated Licence – Licensee’s rights and obligations under a Deprecated Licence are the same as those for a
Standard Licence, except that the licence expires on the Expiry Date, at which point it becomes a Discontinued
Licence.

GIM Suite End User Licence Agreement 6

2.8
Discontinued Licence – The grant of licence will terminate if any licence category becomes a Discontinued
Licence and reaches the defined expiry date. The Licensee may not use a software licence that has been
discontinued.

2.9
Dormant Licence – A Dormant Licence is a Standard Licence or Lease Licence where any maintenance fees have
not been paid for by the due date and where a Dormant Licence Agreement has been signed by the Licensee
and acQuire. A Dormant Licence is subject to the restrictions imposed under clause 4.5.

2.10
Terminated Licence – This EULA will terminate if any licence category becomes a Terminated Licence. A
Terminated Licence is:
• a Standard Licence for which Maintenance has not been paid and which is not covered by a Dormant
Licence Agreement;
• a Gifted Licence which has been requested to be made dormant;
• a Trial Licence or Lease Licence which has expired;
• any licence where the EULA is terminated in accordance with its terms.
Upon termination of a licence, the Licensee may use the software for the purpose of extracting their data for a
period of seven days from the date of termination. A Terminated Licence is subject to the restrictions imposed
under clause 4.7.

2.11
Licence fee – The amounts payable for any Software, by Licensee, will be specified in the Quotation. Licensee is
not entitled to exercise any of its rights under this EULA until such licence fees are paid and received by
acQuire.

GIM Suite End User Licence Agreement 7

3 Licence activation
3.1
General – The Software is activated through a Licence Manager or Licence Key designed to prevent unlicensed
or illegal use of the Software or use of the Software in breach of this EULA. acQuire may use these
technological measures to prevent such use and the Licensee agrees to follow any requirements of acQuire
regarding such technological measures. The Licensee may also need to reactivate the Software if the Licensee
modifies the Licensee's computer hardware, or installs the Software on another computer or node. The
absence of technological restrictions does not affect the Licensee's requirement to comply with this EULA.

3.2
Subscription – Subscription licences granted under this agreement are for a fixed term specified in the
Quotation. The licence granted under a Subscription Licence will expire at the end of the Subscription Term.

3.3
Lease Licence – Lease licences granted under this agreement are for a fixed term specified in the Quotation.
The licence duration granted under a Lease Licence will commence on the date the licence is issued by acQuire
and will terminate on reaching the specified Expiry Date.

GIM Suite End User Licence Agreement 8

4 Licence restrictions
4.1 General restrictions
a. Licensee may not sub-licence, lease, rent or lend the Software or Documentation.
b. Licensee may install and store copies of Software onto electronic storage device(s).
c. The number of Software licences in use by Licensee at any given time shall not exceed the total number
of Software licences granted by acQuire to Licensee in accordance with records maintained by acQuire.
d. Licensee may make one copy of the Software and Documentation for archival purposes during the term
of this EULA. Additionally, Licensee may make routine computer backups. Any redundant installation
shall remain dormant while the primary installation is operational.
e. Licensee may customise the Software, but only to the extent that such customisation is described in the
Documentation, by:
i. adding tables to the ADM;
ii. copying and modifying the copied scripts and objects, but not the original scripts or objects
themselves; and
iii. use of the acQuireDirect application programming interface.
f. Licensee must not transfer or assign any licence granted to Licensee under this EULA to any third party,
without the prior written consent of acQuire, which may be withheld at acQuire's sole discretion.
g. Licensee shall not make any attempt to circumvent the licence requirements or restrictions set out in
this EULA or technological measure(s) such as the Licence Manager that controls access to or use of the
Software and Documentation.
h. A Licensee who has been granted a Node-Locked Licence for Software:
i. must only use the Software on the applicable specified machine on which the Licensee has activated
the Software using the Licence Key issued by acQuire;
ii. if wishing to move the Node-Locked Licence between machines, must first deactivate its licence to
the Software on the specified machine before re-activating the Software on another machine; a
Node-Locked licence may only be moved 12 times per year;
iii. must not, in any circumstances, concurrently use or operate separate instances of the Software on
different machines; and
iv. must not disclose the Licence Key to any other person nor permit or allow any person other than the
Licensee to use or activate an instance of the Software.
i. Licensee shall not remove or obscure any acQuire patent, copyright, trademark or proprietary rights
notices contained in or fixed to the Software or Documentation.
j. After a reasonable transition period for updating to the most current version of the Software, which, in
any event, shall not be greater than two years from the installed version being superseded by a new
version, Licensee shall cease using all prior version(s) of the Software.
k. Software Hosting – the hosting of Software for use by third parties is not permitted under the terms of
this EULA.
l. Database Hosting – the hosting of any acQuire GIM Database for use by third parties is not permitted
under the terms of this EULA.
m. Embedding of the acQuireDirect API into a third party software product is not permitted under the
terms of this EULA. Organisations wishing to embed acQuireDirect into their applications are required to
enter into a separate developer's agreement with acQuire.

GIM Suite End User Licence Agreement 9

 n. Licensee shall not reverse assemble or reverse compile or directly or indirectly allow or cause a third
party to reverse assemble or reverse compile the whole or any part of the Software.
o. No Use for Competitive Purposes - Licensee expressly affirms that Licensee is not currently and has no
intention to use the Software to work on the development, testing, support, marketing, pricing, or any
other function or feature of a software product that is directly or indirectly competitive with the
Software without the written consent of acQuire.
p. Licensee must not otherwise use, copy or deal with the Software except as expressly provided in this
EULA.

4.2 Restrictions that apply to a Trial Licence

Where the Software is licensed under a Trial Licence, Licensee must not:
• install more than one copy;
• download the Software under more than one username;
• alter a drive or system to enable the trial version to run for longer than the trial period;
• disclose the results of software performance benchmarks obtained using the trial version without the
written permission of acQuire;
• use the trial version for training; or
• use the trial version for any purpose except determining whether to purchase a Standard Licence or a
Lease Licence.

4.3 Restrictions that apply to a Lease Licence

Where the Software is licensed under a Lease Licence, Licensee must not alter a drive or system to enable the
Software to run for a period longer than the specified lease term.

4.4 Restrictions that apply to a Gifted Licence

a. Transfers – Where the Software is licensed under a Gifted Licence, Licensee may not transfer any
licences of Software (together with any backup copies Licensee has made) between users, nodes or sites
for any reason without the written approval of acQuire.
b. Mine Closures and Divestments – If a site where the Software is licensed under a Gifted Licence is
permanently closed or divested, existing Gifted Licences are deemed to be terminated.
c. Site Mergers – If a site where the Software is licensed under a Gifted Licence is merged, Licensee may
not transfer any licences of Software to any other party, user or node without the written approval of
acQuire.
d. Dormancy – Gifted licences that are requested to be made dormant are deemed to be terminated.

4.5 Restrictions that apply to a Dormant Licence

Dormant Licences are subject to a separate Dormant Licence Agreement entered into by the Licensee and
acQuire in regard to the terms under which the Dormant Licence may be reinstated.

4.6 Restrictions that apply to a Deprecated Licence

Where the Software is licensed under a Deprecated Licence, Licensee must not alter a drive or system to
enable the Software to run for a period longer than the Expiry Date.

GIM Suite End User Licence Agreement 10

4.7 Restrictions that apply to a Terminated Licence
a. The Terminated Licence must be deactivated and confirmation sent to [email protected].
b. A terminated licence may be renewed, only if acQuire offers the Licensee to renew a Lease Licence.
c. Licences may not be reinstated if the terminated licence was a gifted licence.
d. A dormant licence is not terminated and can be reinstated as per clause 4.5.

GIM Suite End User Licence Agreement 11

5 Compliance
5.1
Upon the request of acQuire, Licensee shall provide acQuire with a declaration by a person in a governance
position warranting that the Licensee is in full compliance with the terms of this EULA, and/or
Licensee agrees to allow acQuire to audit the Licensee's use of the Software at Licensee's premises and provide
acQuire any reasonable assistance to determine compliance with the terms of this EULA upon acQuire
providing 14 days prior written notice of such audit. In the event that such audit reveals any use of the
Software by Licensee other than in full compliance with the terms of this EULA, Licensee shall reimburse
acQuire for all reasonable expenses related to such audit in addition to any other losses, expenses or liabilities
acQuire may incur as a result of such non-compliance. Nothing in the clause limits any other rights that acQuire
may have with respect to such non-compliance.

GIM Suite End User Licence Agreement 12

6 Software maintenance, subscription and technical support
6.1
For Standard Licences, Maintenance is purchased annually in advance. The maintenance fee structure is
defined at the sole discretion of acQuire. The maintenance fee structure does not allow the Licensee to
purchase one component of maintenance exclusively.
For Subscription Licences, access to the Software, Documentation and technical support is included with the
Subscription Fee and lasts until the end of the Subscription Term. Subscription Fees are purchased annually in
advance. The subscription fee structure is defined at the sole discretion of acQuire.

6.2
Licensee's right to maintenance as well as the maintenance fee structure, is dependent on the site acQuire GIM
Database implementation having been undertaken by an Accredited acQuire Implementer and been deemed
Support Compliant by acQuire. Licensee's rights to maintenance continues for as long as the annual
maintenance fee and Subscription Fees are paid in full, however, acQuire is only obliged to maintain the latest
version of the Software.

6.3
With the exception of Trial, Lease, and Deprecated Licences, Licensee has the right to updates of the Software
and Documentation which are produced by acQuire from time-to-time.

6.4
Licensee has the right to access and use any secure acQuire website resources made available to Licensee for
Licensee's internal use, provided that Licensee follows acQuire's terms of use policy specified therein. All
password or controlled access information provided by acQuire shall be treated by Licensee as acQuire's
confidential information.

6.5
Licensee can make a Standard Licence or Lease Licence dormant, but only where acQuire and the Licensee
agree to enter into a Dormant Licence Agreement. Licence and maintenance fees are not payable on Dormant
Licences during the period of dormancy. Dormant Licences (and any associated Licence Keys) may be reinstated
only according to the terms of a separate dormancy agreement between acQuire and the Licensee.

6.6
Access to updates of the software and documentation during the fixed term of a Lease or Deprecated Licence is
at the option and sole discretion of acQuire. Any offer of access to updates of the software and documentation
will be subject to Licensee having paid, in advance, any fees as acQuire charge and as documented in the
Quotation.

GIM Suite End User Licence Agreement 13

7 Ownership
7.1
Licensee has a limited licence to use the Software and Documentation pursuant to this EULA. Licensee
acknowledges there is no transfer of title or ownership to Licensee of the Software or Documentation.

GIM Suite End User Licence Agreement 14

8 Limited warranty and disclaimer
8.1
acQuire warrants to Licensee for the period of 90 days from the date of installation of the Software that the
Software will operate in substantial conformity with the Documentation.

8.2
acQuire is not liable under the warranty set out in clause 8.1 in the following circumstances:
a. unless within 90 days of the date of installation of the Software, Licensee returns the defective Software
to acQuire together with a written report specifying in detail the nature and extent of any defect;
b. if the Software is not installed, used and operated in accordance with the instructions set out in the
Documentation;
c. if the Software is not operated by a Competent Person;
d. if the failure to comply with the warranty, a "defect" arises from damage occurring to the Software
subsequent to its delivery to Licensee;
e. if Licensee does not comply with the clauses 6.1 and/or 8.2 (a), (b), (c) or (d), then acQuire may, at its
option, and with the express permission of the Licensee, conduct a Warranty Survey for the purpose of
determining if the Software implementation at the Licensee's site or sites is Support Compliant, such
that:
i. any Warranty Survey will be at the sole expense of the Licensee; and
ii. any remedial measures recommended by acQuire will be implemented within 30 days of receipt of
the recommendations by an Accredited acQuire Implementer;
f. if Licensee does not comply with clause 8.2 (e) then acQuire can, at its option and in its sole discretion,
elect to withhold access to maintenance and/or support from the Licensee.

8.3
If a defect is determined by acQuire to have been caused by a failure of the Software to conform to the
warranty set out in clause 8.1, then acQuire will, at its option and in its sole discretion, either replace any
defective media, or repair, correct or provide workaround support, or terminate this EULA and return any paid
licence fees for the Software provided Licensee removes and destroys all copies of the Software and provides
appropriate evidence of such removal and destruction.

8.4
acQuire's obligations set out in clause 8.3 are Licensee's sole and exclusive remedies against acQuire if the
Software does not comply with the warranty provided in clause 8.1.

8.5
Except as expressly stated otherwise in this EULA, to the maximum extent permitted by law the Software is
supplied "as is" without warranty or guarantee of any kind either express or implied, including but not limited
to, warranties or guarantees of acceptable quality and fitness for a particular purpose. Subject to the warranty
given under clause 8.1, the entire risk as to the quality of the Software is assumed by Licensee. Licensee
assumes responsibility for the selection of the Software to achieve its intended results and for the end results
obtained from the Software and/or its operation.

GIM Suite End User Licence Agreement 15

8.6
Neither acQuire nor any employee or agent of acQuire is authorised to provide any warranty or representation
beyond that expressly specified in this EULA.

8.7
Licensee acknowledges that in entering into this EULA, it has relied upon its own experience, skill and judgment
to evaluate the Software and that it has satisfied itself as to the suitability of the Software to meet its
requirements.

8.8
All express or implied warranties or guarantees, statutory or otherwise relating to the Software or this EULA
are excluded from this EULA to the maximum extent permitted by law. Nothing in this EULA will exclude,
restrict or modify any condition, warranty, guarantee, right, remedy or liability implied or imposed by any
legislation if they cannot be excluded, restricted or modified (a "Non-Excludable Term"). Where a Non-
Excludable Term applies, unless it is unlawful to do so, the liability of acQuire for any breach of such Non-
Excludable Term shall be limited, at the option of acQuire, to one or more of the following:
• in the case of services, the supply of the service again;
• in the case of goods, any one or more of the following:
o the replacement of the goods or the supply of equivalent goods;
o the repair of the goods.

8.9
Except as and to the extent otherwise specifically provided in this EULA, under no circumstances shall acQuire
and its officers, employees, agents or contractors be liable for any loss of profit, indirect, consequential or
incidental loss, loss or corruption of data, damage or injury arising from or in connection with this EULA or from
any act or omission of acQuire or its officers, employees, agents or contractors whether arising from breach of
contract, negligence or any other tort, in equity or otherwise and whether or not acQuire was advised of the
possibility of such loss or damage.

GIM Suite End User Licence Agreement 16

9 Limitation of liability
9.1
The aggregate liability of acQuire to Licensee, whether arising from breach of contract, negligence or any other
tort, in equity or otherwise and whether or not acQuire was advised of the possibility of such loss or damage, is
limited to an amount equal to the fees received by acQuire for the purchase of software licences (excluding
maintenance) under this EULA in the 12 month period prior to the Licensee's claim. However, this limitation of
liability shall not apply to the extent, and to the extent only, that any legislation prohibits or restricts limitation
of liability for personal injury (including sickness and death) and/or loss or damage to tangible property.

GIM Suite End User Licence Agreement 17

10 Intellectual property infringement indemnity
10.1
acQuire warrants to the best of its knowledge that the use of the Software in accordance with the provisions of
this EULA will not infringe the Intellectual Property Rights of any third party.

10.2
acQuire shall not be liable under the warranty set out in clause 10.1 unless Licensee:
• notifies acQuire in writing as soon as practicable of any infringement, suspected infringement or alleged
infringement; and
• gives acQuire the option to conduct the defence of such a claim, including negotiations for settlement or
compromise prior to the institution of legal proceedings; and
• provides acQuire with reasonable assistance in conducting the defence of such a claim; and
• permits acQuire to modify, alter or substitute the infringing part of the Software, at its expense, to avoid
continuing infringement, or authorises acQuire to procure for Licensee the authority to continue the use
and possession of the infringing Software.

10.3
In the event proceedings are brought or threatened by a third party against Licensee alleging that Licensee's
use of the Software constitutes an infringement of Intellectual Property Rights, acQuire may, at its own option
and at its own expense, conduct the defence of such proceedings. Licensee shall provide all necessary
cooperation, information and assistance to acQuire in the conduct of the defence of such proceedings.

10.4
acQuire assumes no liability whatsoever under this warranty attributable to:
• the use of the Software in combination with any other products or technologies if the claim of the third
party would not have occurred but for such combination;
• use of the Software in a manner or for a purpose not reasonably contemplated or not authorised by
acQuire;
• modification or alteration of the Software without the prior written consent of acQuire;
• failure by the Licensee to comply with any third party terms and conditions referred to in clause 11; or
• any transaction entered into by the Licensee relating to the Software without acQuire's prior written
consent.

10.5
The Licensee must indemnify acQuire against any loss, costs, expenses, demands or liability, whether direct or
indirect, arising out of a claim by a third party alleging such infringement if:
• the claim arises from an event specified in clause 10.4; or
• the ability of acQuire to defend the claim has been prejudiced by the failure of the Licensee to comply with
any requirement of clauses 10.2 or 10.3.

GIM Suite End User Licence Agreement 18

11 Anti-corruption, Bribery and Sanctions
11.1
The Licensee warrants that neither it nor any of its Personnel or Affiliates has offered or given, or will offer or
give, anything of value or advantage to:
a. any government official, in order to influence or reward any action relating to acQuire or this EULA;
b. any other Person where it knows or reasonably should know that the same (or part thereof) will be
offered, promised or given to:
i. a government official in order to influence or reward action relating to acQuire or this EULA; or
ii. any Person in order to influence or reward such Person for acting improperly.

11.2
The Licensee will comply with all local, state, national and international applicable laws, rules and regulations
related to the rules of ethical conduct and responsibility in all jurisdictions at which the Licensee makes
business with acQuire, including but not limited to the regulations relating to human rights (including but not
limited to human trafficking and slavery, labour regulations and the supply of conflict minerals), environmental
protection, sustainable development, and Anti-Corruption Laws.

11.3
The Licensee shall not offer gifts, entertainment, payments, loads or other favours for the purpose of receiving
favourable treatment under any agreement or other advantage that contravenes any applicable Anti-
Corruption Laws.

11.4
The Licensee represents and warrants that neither it nor any of its Personnel or Affiliates:
a. are or will become a Restricted Party;
b. has sourced or will source goods or services, directly or indirectly, from a Restricted Party (including
from Cuba, Iran, North Korea, South Sudan, Crimea or Syria or any other country or territory that is the
target of country-wide Sanctions); or
c. will violate any relevant Sanctions.

GIM Suite End User Licence Agreement 19

12 Third party software
12.1
The Software may contain third party software which requires notices and/or additional terms and conditions.
Such required third party software notices and/or additional terms and conditions are made a part of and
incorporated by reference into this EULA. By accepting this EULA, the Licensee also agrees to accept these
additional terms and conditions, if any, set out therein.
• Bing Maps terms of use are found at the following hypertext link:
http://www.microsoft.com/maps/assets/docs/terms.aspx

GIM Suite End User Licence Agreement 20

13 Confidentiality and privacy
13.1
Licensee shall not, without the prior written approval of acQuire, disclose acQuire's Confidential Information.

13.2
Licensee shall not be in breach of clause 13.1 in circumstances where it is legally compelled to disclose
acQuire's Confidential Information.

13.3
Licensee shall take all reasonable steps to ensure that its employees and agents, and any sub-contractors
engaged for the purposes of this EULA, do not make public or disclose acQuire's Confidential Information.

13.4
Licensee consents to the collection and other handling of its Personal Information by acQuire in accordance
with the terms of the Privacy Policy Statement.

GIM Suite End User Licence Agreement 21

14 Termination and breach
14.1
Either party, at its option and without prejudicing any other rights it may have under this EULA, may terminate
this EULA in writing if the other party:
a. is in breach of any clause or term of this EULA (including any breach of Anti-Corruption Laws or any
warranty in respect of Sanctions) and such breach is not remedied within 30 days of its notification by
acQuire; or
b. makes a general assignment for the benefit of creditors; or makes a written admission of its inability to
pay its debts or obligations as they become due; or on becoming bankrupt or insolvent, takes the
benefit of any law in force for the bankrupt or insolvent debtor; or seeks, consents to or acquiesces in
the appointment of any trustee, receiver or liquidator of its business or its assets; or
c. is found by a governmental authority or a competent court to be guilty of money laundering, breaching
any law relating to bribery, corruption or offering inducements, or in breach of any other applicable laws
related to the EULA.

14.2
Immediately upon termination of this EULA, and after any applicable period during which the Licensee may
extract its data under clause 2.10, the Licensee must destroy all copies of the Software and Documentation and
any component parts of such Software and Documentation in its possession or control, and certify to acQuire
that it has done so.

14.3
Clauses 9, 13, 14.3, 15, 16 and 17 shall survive the termination of this EULA.

GIM Suite End User Licence Agreement 22

15 Severability
15.1
Any provision of this EULA which is prohibited or unenforceable in any jurisdiction is ineffective as to that
jurisdiction to the extent of the prohibition or unenforceability. This does not invalidate the remaining
provisions of this EULA nor does it affect the validity or enforceability of that provision in any other jurisdiction.

15.2
Where a provision is prohibited or unenforceable, acQuire and Licensee must negotiate in good faith to replace
the invalid provision by a provision which is in accordance with the applicable law and which must be as close
as possible to the original intent of acQuire and Licensee and appropriate consequential amendments (if any)
will be made to this EULA.

GIM Suite End User Licence Agreement 23

16 Governing law
16.1
This EULA will be governed by and construed by the laws of the State of Western Australia, excluding the
provisions of the United Nations Convention on Contracts for the International Sale of Goods (known as the
Vienna Convention) which shall not apply to this EULA and shall be subject to the exclusive jurisdiction of the
courts of the State of Western Australia.

GIM Suite End User Licence Agreement 24

17 Variations
17.1
acQuire may vary this EULA at any time by providing the Licensee with notice of such changes. Any such
changes will take effect upon receipt by the Licensee of such notification. If the Licensee does not wish to
accept such changes, it may terminate this EULA with immediate effect by notifying acQuire accordingly within
30 days of receipt of acQuire's notice.

GIM Suite End User Licence Agreement 25

 Schedule - software terms of use
The following table list the types of licences governed by this EULA:

GIM Suite software Perpetual licence types Subscription

licence types

Site Named user Node-locked Floating Named User

acQuire 4 Server-side licences (database products)

acQuire Core (Minerals) X
Core Connection (Minerals) X
acQuire Core (Coal) X
Core Connection (Coal) X
acQuire Core (Hydrocarbons) X
Core Connection (Hydrocarbons) X
Client-side licences (user products)
acQuire Manager X X
acQuire Client X X
acQuire DataEntry X X
acQuire Depth Adjustment Tool X X
acQuire Arena Software licences (user products)
Arena
Design X
Contribute X
Read X

Notes:

Server-side licences
1. acQuire Core database products
An acQuire Core site licence permits the Licensee to create and use one or more acQuire GIM Databases at
a single site, as determined by acQuire, which is solely operated by Licensee.
2. Core Connection products
A Core Connection Licence is required to access an acQuire Core except in the case where an acQuire Core
is being accessed via Arena Software.
The number of users able to access an acQuire Core is determined by the number of Core Connections the
Licensee has licensed (or has been gifted). Core Connections are licensed using a Named User Licence.
a. Other than in circumstances referred to in clause 2(a)(i) below, where a Licensee has created an acQuire
GIM Database and then proposes to export or aggregate all or part of the acQuire GIM Databases to
another application in circumstances where:
i. a user of that application will have direct or indirect access to all or part of the exported or
aggregated acQuire GIM Database; and
ii. the user does not hold a Named User Licence for a Core Connection;

GIM Suite End User Licence Agreement 26

 Then either prior to that export or aggregation or the user being given access to the application which
will result in that user getting access to all or part of the exported or aggregated acQuire GIM Database,
the Licensee must cause that user to enter into a Named User Licence for a Core Connection.
b. Notwithstanding clause 2(a) above, nothing in this EULA is intended to either:
i. require a user of an acQuire GIM Database to hold a Named User Licence for a Core Connection
where the user receives unsolicited data from an acQuire GIM Database or an exported or
aggregated acQuire GIM Database, which will not be the subject of further processing. For example,
a user who receives an unsolicited PDF format report will not be required to hold a Named User
Licence for a Core Connection in relation to the receipt of that report because the PDF format report
will not undergo any further processing. However, a user who receives an unsolicited CSV format
dataset for use in MS Excel will be required to hold a Named User Licence for a Core Connection
because the CSV format dataset will undergo further processing; or
ii. give acQuire any right, title or interest in the acQuire GIM Database.

Client-side licences
1. GIM Suite (acQuire 4) user products
a. a Node-Locked Licence permits use on a specific computer required to run the Software;
b. a Floating Licence permits the Software to be executed on any computer anywhere on the network.
The number of concurrent users is controlled by the Licence Manager;
c. a Floating Licence may be "commuted" or transferred for a specified number of days to a specified node
under a Commuted Licence. When it is commuted, the Floating Licence is locked by the Licence
Manager and is unavailable until the Commuted Licence is released, either:
i. by the user reversing the commuting process; or
ii. automatically, upon Commuted Licence expiry, if the specified number of days is exceeded;
d. a Named User Licence permits the Named User to access Software from any computer of Licensee.

Arena Software licences

1. GIM Suite (acQuire Arena) user products
a. a Perpetual Named User Licence permits the Named User to access Software from any computer of
Licensee;
b. a Subscription Named User Licence permits the Named User to access Software from any computer of
Licensee.

GIM Suite End User Licence Agreement 27

Privacy Policy Statement - acQuire Technology Solutions Pty Ltd
This Privacy Collection Statement explains the purposes for which we collect and handle personal information
in connection with Your use of our products and services. Please read it carefully as the terms of this
Statement, along with the Privacy Act 1988 (Cth), governs our use of Your personal information.
What information do we collect?

acQuire collects the following information when You use GIM Suite Software:
Event Data – does not include Personal Information
• Event data.
As part of the GIM Suite planning program we automatically collect information on how GIM Suite Software is
used. Personal data is anonymised. It includes frequency of use of GIM Suite functions and the version of
product being used. acQuire will not collect information on users, or geoscience data from Your system.
Licensees of acQuire GIM Suite can opt-out of automatic information collection by contacting acQuire
([email protected]).
If Licensee wants more information on the details of event data captured by GIM Suite Software, please
contact acQuire ([email protected]).
We use Your Event data to:
• improve our development priorities, products, services and licensing.
Licence Data – includes Personal Information
We collect the following information when You activate Your licences:
• IP Address, Host Name, Ethernet ID, Hard Drive Serial Number, CPU Information, Operating System
Information, Windows User, Domain and Installed Web Browsers.
We collect the following information when You use Arena Software:
• Licence Server Locking ID, Windows User, IP Address, Database, Licence.
You acknowledge that we may use computer servers operated by or on behalf of us to collect this information.
This information may be linked to the personal information we already hold about You, including Your name
and contact details. If we do not collect this information, we may not be able to provide You with the level of
service and support You expect from us. We may also not be able to determine whether You have a valid right
to use our products and services, in which case we may not be able to supply them to You.
We use this information to:
• facilitate Your use of the site;
• more effectively respond to Your customer service requests and support needs;
• verify Your rights to use our products and services.
Do we share your personal information with anyone else?

No, we do not share, sell, trade, or otherwise transfer Your personal information with, or to, anyone else
(including overseas entities).
Your Consent

By using our products and services, You consent to our collection and other handling of Your personal
information in accordance with this Privacy Collection Statement.
How can you get more information?

For further information, please refer to our Privacy Policy Statement on our website, which contains more
detailed information about our privacy practices, including:

GIM Suite End User Licence Agreement 28

• how You may access, and correct, personal information we hold about You; and
• how You may complain about our handling of Your personal information, and how we deal with such
complaints.

GIM Suite End User Licence Agreement 29

 Contact
Offices Australia, Canada, Chile, South Africa
Street address 26 Kintail Road, Applecross, Western Australia 6153
Postal address PO Box 933, Canning Bridge, Western Australia 6153
Telephone +61 8 9316 6600
Fax +61 8 9316 6699
Email [email protected]
Website www.acquire.com.au

Official information
acQuire Software Pty Ltd is the owner of the software and all icons and logos within the software, together
with all soft and hardcopy documentation.
This document is copyright. No part of this document may be reproduced by any process, or in any form,
without prior written consent from acQuire Technology Solutions Pty Ltd.

Disclaimer
acQuire Software Pty Ltd will not accept any liability arising from the use of the software or any other software
product mentioned in this document; nor for any technical or editorial errors or omissions made in this
document. The mention of any other computer software product in this document does not imply the
endorsement of such product by acQuire Software Pty Ltd.

GIM Suite End User Licence Agreement 30