Terms of Service
Last Updated: 05/04/2018
Effective Date: 01/01/2018
THESE TERMS are an Agreement between Mineral Insight, a Corporation formed under the laws of the State of Delaware (“Mineral Insight“) and each user of the Mineral Insight apps, services, features, software, or website (the “Mineral Insight Platform“). All users are required to review and be bound by these Terms in order to participate on the Mineral Insight Platform. You agree to these Terms by installing, accessing, or using the Mineral Insight Platform. IF YOU DISAGREE WITH ANY PORTION OF THESE TERMS, YOU CANNOT PARTICIPATE AS A USER OF THE MINERAL INSIGHT PLATFORM. PLEASE CAREFULLY REVIEW THESE TERMS BECAUSE THEY IMPACT YOUR RIGHTS, RELIEF, AND LIABILITY.
- Scope of Mineral Insight Services; Fees.
Mineral Insight is an online map based data comparison marketplace company that collects, compares, generates, and analyzes oil and gas mineral lease pricing & mineral purchase pricing. Mineral Insight has built a platform (the “Mineral Insight Platform“) that allows mineral owners or various individuals, companies, or entities who make use of the Mineral Insight Platform (“Registered Users“) to compare offers that they receive to lease or sell their mineral interest(s) based on current and historical local norms, to place bids on the same, or to engage in any other activities that may be provided by the Mineral Insight Platform from time to time (collectively the “Services“).
As the provider of the Mineral Insight Platform, Mineral Insight is not acting as an agent in any capacity for any Registered User.
Mineral Insight has no control over and does not guarantee the existence, quality, safety, suitability, or accuracy of any messages or content sent or received through the Mineral Insight Platform. You should always exercise due diligence and care when deciding whether to communicate and interact with other Registered Users, whether online or in person.
If you choose to use the Mineral Insight Platform, your relationship with Mineral Insight is limited to being an independent third-party user, and not an employee, agent, joint venture, or partner of Mineral Insight for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Mineral Insight.
The Mineral Insight Platform may contain links to third-party websites or resources (“Third-Party Services“). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Mineral Insight is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Mineral Insight of such Third-Party Services.
Due to the nature of the Internet, Mineral Insight cannot guarantee the continuous and uninterrupted availability and accessibility of the Mineral Insight Platform. Mineral Insight may restrict the availability of the Mineral Insight Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Mineral Insight Platform. Mineral Insight may, at its sole discretion, improve, enhance, and modify the Mineral Insight Platform and introduce new Services from time to time.
Mineral Insight may charge for the Services by collecting brokerage fees for any transactions made using the Mineral Insight Platform, payable by the purchaser. Information related to the current fees associated with the Service will be available on the Mineral Insight Platform and may change from time to time. Additionally, Mineral Insight further reserves the right to introduce subscription services for certain portions of the Services. Information related to the current subscription fees will likewise be available on the Mineral Insight Platform and may change from time to time.
- Eligibility, Using the Mineral Insight Platform, Registered User Verification.
You must be at least 18 years old to access and use the Mineral Insight Platform. By accessing or using the Mineral Insight Platform, you represent and warrant that you are 18 or older.
Mineral Insight may make access to and use of the Mineral Insight Platform, or certain areas or features of the Mineral Insight Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, or transaction, messaging, communication, or response history.
User verification on the Internet is difficult and Mineral Insight does not assume any responsibility for the confirmation of any Registered User’s identity.
Modification of These Terms. Mineral Insight reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to the Terms, we will do so without prior notice by posting the revised terms on the Mineral Insight Platform and updating the “Last Updated” date at the top of them. If you disagree with the revised Terms, you must terminate your participation in the Mineral Insight Platform with immediate effect by deleting your account and ceasing all use of the Mineral Insight Services. If you do not terminate your use before the date the revised Terms become effective, your continued access to or use of the Mineral Insight Platform will constitute acceptance of the revised Terms.
- Account Registration; Acceptable Devices or Software; Subscriptions.
You must register an account (“Mineral Insight Account“) to access and use certain features of the Mineral Insight Platform. If you are registering an Mineral Insight Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
You can register Mineral Insight Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google (“SNS Account“). You have the ability to disable the connection between your Mineral Insight Account and your SNS Account at any time through your Account Settings.
You may be asked to provide additional information during the registration process for your Mineral Insight Account including, but not limited to, your location and the location and description of any mineral interest you are interested in selling or leasing.
You must provide accurate, current and complete information during the registration process and keep your Mineral Insight Account and profile page information up-to-date at all times.
You cannot register more than one Mineral Insight Account unless Mineral Insight authorizes you to do so. You may not assign or otherwise transfer your Mineral Insight Account to another party.
You are responsible for maintaining the confidentiality and security of your Mineral Insight Account credentials and may not disclose your credentials to any third party. You must immediately notify Mineral Insight if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Mineral Insight Account. You are liable for any and all activities conducted through your Mineral Insight Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
You must provide certain devices, software, and data connections to use the Mineral Insight Services, which we otherwise do not supply. Mineral Insight is not responsible, nor liable, directly or indirectly, for any download, installation, use, transmission failure, interruption, or delay of the Mineral Insight Services or the Mineral Insight Platform, or any third party content, services, or advertisements due to data, connectivity, or other internet issues due to such devices, software, and data connections. Mineral Insight is likewise not responsible, nor liable, directly or indirectly, for any data charges or service fees associated with such devices, software, and data connections.
The Services may include features that allow for automatically recurring payments for periodic charges (“Subscription Service“). If you decide to activate a Subscription Service, you authorize Mineral Insight to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic subscription fee to your account. Mineral Insight will bill the periodic subscription fee to the payment method that the you provide to Mineral Insight during registration (or to a different payment method if you change your payment information). Mineral Insight may change the subscription fee for any subsequent subscription period but will provide you advance notice of any increase before it applies. You may cancel a Subscription Service by contacting us or through your Account settings.
Mineral Insight may, at its sole discretion, enable Registered Users to: (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Mineral Insight Platform (“Registered User Content“); and (ii) access and view Registered User Content and any content that Mineral Insight itself makes available on or through the Mineral Insight Platform, including proprietary Mineral Insight content and any content licensed or authorized for use by or through Mineral Insight from a third party (“Mineral Insight Content” and together with Registered User Content, “Collective Content“).
Mineral Insight is not responsible for any Registered User Content on the Mineral Insight Platform. Registered User Content is uploaded by Registered Users at their own risk and Registered Users must ensure their postings, messages, and mineral interest listings comply with these Terms.
The Mineral Insight Platform, Mineral Insight Content, and Registered User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Mineral Insight Platform and Mineral Insight Content, including all associated intellectual property rights, are the exclusive property of Mineral Insight and/or its licensors or authorizing third-parties. You will not remove, alter, reproduce, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Mineral Insight Platform, Mineral Insight Content or Registered User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Mineral Insight used on or in connection with the Mineral Insight Platform and Mineral Insight Content are trademarks or registered trademarks of Mineral Insight in the United States. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Mineral Insight Platform, Mineral Insight Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Mineral Insight Platform or Collective Content, except to the extent you are the legal owner of certain Registered User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Mineral Insight or its licensors, except for the licenses and rights expressly granted in these Terms.
Subject to your compliance with these Terms, Mineral Insight grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Collective Content made available on or through the Mineral Insight Platform and accessible to you, solely for your personal and non-commercial use.
You are solely responsible for all Registered User Content that you make available on or through the Mineral Insight Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Registered User Content that you make available on or through the Mineral Insight Platform or you have all rights, licenses, consents and releases that are necessary to grant to Mineral Insight the rights in and to such Registered User Content, as contemplated under these Terms; and (ii) neither the Registered User Content nor your posting, uploading, publication, submission or transmittal of the Registered User Content or Mineral Insight’s use of the Registered User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You will not post, upload, publish, submit or transmit any Registered User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information), or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any Mineral Insight policy. Mineral Insight may, without prior notice, remove or disable access to any Registered User Content that Mineral Insight finds to be in violation of these Terms or Mineral Insight’s then-current policies or standards, or otherwise may be harmful or objectionable to Mineral Insight, its Registered Users, third parties, or property.
Relationship Between Mineral Insight, Registered Users, and Third Parties Recommended, Rated, Reviewed, or Otherwise Suggested or Mentioned by Registered Users. The Mineral Insight Platform connects Registered Users and allows them to browse Collective Content and initially communicate. Mineral Insight is not itself a provider of any services outside the scope of Mineral Insight Services and the Mineral Insight Platform, and is not affiliated with any Registered User or third party that is recommended, rated, reviewed, or otherwise mentioned or suggested by Registered Users. AFTER THE MINERAL INSIGHT SERVICES, MINERAL INSIGHT IS NO LONGER INVOLVED IN THE RELATIONSHIP BETWEEN ANY PARTY. IT IS YOUR RESPONSIBILITY TO EXERCISE DUE DILIGENCE AND CARE WHEN DECIDING WHETHER TO COMMUNICATE, INTERACT, AND DO BUSINESS WITH WITH OTHER REGISTERED USERS, WHETHER ONLINE OR IN PERSON. MINERAL INSIGHT DOES NOT GUARANTEE, NOR ARE WE LIABLE FOR, THE OUTCOME OF ANY TRNASACTION INITIATED OR COMPLETED THROUGH THE MINERAL INSIGHT PLATFORM.
Currency Used. All transactions on the Mineral Insight Platform are in United States currency (USD$). Mineral Insight does not provide currency exchange services.
- Prohibited Activities.
You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Mineral Insight Platform and any sale or transaction consummated therein. In connection with your use of the Mineral Insight Platform, you will not and will not assist or enable others to:
Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, policies, or standards;
Use the Mineral Insight Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Mineral Insight endorsement, partnership or otherwise misleads others as to your affiliation with Mineral Insight;
Use the Mineral Insight Platform in connection with the distribution of unsolicited commercial messages (“spam“);
Contact another Registered User for any purpose relating to recruiting or otherwise soliciting any Registered User to join third-party services, applications or websites, without our prior written approval;
Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
Use, display, mirror, frame, reproduce, alter, or copy the Mineral Insight Platform or Collective Content, or any individual element within the Mineral Insight Platform, Mineral Insight’s name, any Mineral Insight trademark, logo, copyrighted material, or other proprietary information, or the layout and design of any page or form contained on a page in the Mineral Insight Platform, without Mineral Insight’s express written consent;
Dilute, tarnish or otherwise harm the Mineral Insight brand in any way, including through unauthorized use of Collective Content, registering and/or using Mineral Insight or derivative terms in domain names, trade names, trademarks, copyrighted material, or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Mineral Insight domains, trademarks, taglines, promotional campaigns or Collective Content;
Use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Mineral Insight Platform for any purpose;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Mineral Insight or any of Mineral Insight’s providers or any other third party to protect the Mineral Insight Platform;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Mineral Insight Platform;
Take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Mineral Insight Platform;
Export, re-export, import, or transfer the Mineral Insight Platform except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
Violate or infringe anyone else’s rights or otherwise cause harm to anyone.
b. You acknowledge that Mineral Insight has no obligation to monitor the access to or use of the Mineral Insight Platform by any Registered User or to review, disable access to, or edit any Registered User Content, but has the right to do so to: (i) operate, secure and improve the Mineral Insight Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Registered Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Registered User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Registered Users agree to cooperate with and assist Mineral Insight in good faith, and to provide Mineral Insight with such information and take such actions as may be reasonably requested by Mineral Insight with respect to any investigation undertaken by Mineral Insight or a representative of Mineral Insight regarding the use or abuse of the Mineral Insight Platform.
- Term and Termination.
Without limiting our rights specified below, Mineral Insight may terminate these Terms and your use of or access to the Mineral Insight Services a for convenience at any time and for any reason, without notice to you, including:
Your material breach of your obligations under these Terms;
Your violation of applicable laws, regulations, or third-party rights, or
If Mineral Insight believes in good faith that such action is reasonably necessary to protect the personal safety or property of Mineral Insight, its Registered Users, or third parties (for example, in the case of fraudulent behavior of a Registered User).
In addition, Mineral Insight may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; (ii) if you have breached these Terms, applicable laws, regulations, or third party rights; (iii) if you have provided inaccurate, fraudulent, outdated or incomplete information during the Mineral Insight Account registration or thereafter; or (v) if Mineral Insight believes in good faith that such action is reasonably necessary to protect the personal safety or property of Mineral Insight, its Registered Users, or third parties, or to prevent fraud or other illegal activity:
Refuse to surface, delete, or delay any Registered User Content;
Limit your access to or use of the Mineral Insight Platform;
Temporarily or permanently revoke any special status associated with your Mineral Insight Account; or
Temporarily or permanently suspend your Mineral Insight Account.
When these Terms and your use of or access to the Mineral Insight Services have been terminated, you are not entitled to a restoration of your Mineral Insight Account or any of your Registered User Content. If your access to or use of the Mineral Insight Platform has been limited or your Mineral Insight Account has been suspended or terminated by us, you may not register a new Mineral Insight Account or access and use the Mineral Insight Platform through an Mineral Insight Account of another Registered User.
YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR SERVICES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “MINERAL INSIGHT PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER APPLICABLE STATUTE OR LAW WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “MINERAL INSIGHT PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY APPLICABLE STATUTE OR LAW WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
YOU AGREE THAT YOU HAVE HAD WHATEVER OPPORTUNITY YOU DEEM NECESSARY TO INVESTIGATE THE MINERAL INSIGHT SERVICES, LAWS, RULES, OR REGULATIONS THAT MAY BE APPLICABLE TO YOUR USE OF THE MINERAL INSIGHT PLATFORM AND THAT YOU ARE NOT RELYING UPON ANY STATEMENT OF LAW OR FACT MADE BY MINERAL INSIGHT.
THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY. THE MINERAL INSIGHT PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES, EVEN IF THE MINERAL INSIGHT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE MINERAL INSIGHT PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
INDEMNIFICATION YOU AGREE TO RELEASE, DEFEND (AT MINERAL INSIGHT’S OPTION), INDEMNIFY, AND HOLD MINERAL INSIGHT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH:
YOUR BREACH OF THESE TERMS OR OUR POLICIES OR STANDARDS;
YOUR IMPROPER USE OF THE MINERAL INSIGHT PLATFORM OR ANY MINERAL INSIGHT SERVICES;
YOUR INTERACTION WITH ANY REGISTERED USER, INCLUDING WITHOUT LIMITATION ANY INJURIES, LOSSES OR DAMAGES (WHETHER COMPENSATORY, DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE) OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF SUCH INTERACTION; OR
YOUR BREACH OF ANY LAWS, REGULATIONS, OR THIRD-PARTY RIGHTS.
This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against Mineral Insight in the United States (to the extent not in conflict with Section XIV(a), below).
Overview of Dispute Resolution Process. Mineral Insight is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section XIII(a) applies: (1) an informal negotiation directly with Mineral Insight’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA“) using its specially designed Consumer Arbitration Rules (as modified by this Section).
Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Mineral Insight each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Mineral Insight’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
Agreement to Arbitrate. You and Mineral Insight mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Mineral Insight Platform or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Mineral Insight agree that the arbitrator will decide that issue.
Exceptions to Arbitration Agreement. You and Mineral Insight each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction:
Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and
Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
Modification to AAA Rules – Arbitration Hearing/Location. Any required arbitration hearing may be conducted (a) in Dallas County; (b) in any other location to which you and Mineral Insight both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Jury Trial Waiver. You and Mineral Insight acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
No Class Actions or Representative Proceedings. You and Mineral Insight acknowledge and agree that we are each waiving the right to participate as a plaintiff or class Registered User in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Mineral Insight both otherwise agree in writing, in an arbitration proceeding, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
Changes. Notwithstanding the provisions of Section III, if Mineral Insight changes this Section XIII after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Mineral Insight’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Mineral Insight in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
Except as provided in Section XIII(k), this Section XIII will survive any termination of these Terms and will continue to apply even if you stop using the Mineral Insight Platform or terminate your Mineral Insight Account.
Governing Law. These Terms will be interpreted in accordance with the laws of the State of Texas and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section XIV must be brought in state or federal court in Dallas, Texas, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Dallas, Texas.
Entire Agreement. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Mineral Insight and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Mineral Insight and you in relation to the access to and use of the Mineral Insight Platform.
Restriction on Assignability or Transfer. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without Mineral Insight’s prior written consent. Mineral Insight may without restriction assign, transfer or delegate these Terms and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate these Terms by immediately discontinuing your use of and access to the Mineral Insight Services and the Mineral Insight Platform at any time remains unaffected.
Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
Waivers. Mineral Insight’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
Notices. Unless specified otherwise, any notices or other communications to Registered Users permitted or required under these Terms, will be in writing and given by Mineral Insight via email, Mineral Insight Platform notification, or messaging service.
Questions? If you have any questions about these Terms please email us.