MineTwin Software License Agreement

This is a license agreement and not an agreement for sale. This Software License Agreement (Agreement) is a legal agreement between you, the end user (Licensee), and Amalgama Software Design LLC (Licensor).

Licensor provides this program and licenses its use. Licensee’s use of "MineTwin" Software acknowledges that Licensee has read this Agreement, understands it, and agrees to be bound by its terms and conditions.

The following definitions apply in this Agreement:

"Commercial Use" means use of the Software for any business, professional, governmental, or revenue-generating purpose, including but not limited to operational decision-making, consulting services, provision of services to third parties, commercial research, or any activity intended to obtain commercial advantage or financial benefit.

"Computer" means a personal computer, tablet, mobile device or other electronic device running a Software compatible operating system.

"Confidential Information" means any non-public information disclosed by Licensor relating to the Software, Documentation, license keys, technical processes, algorithms, data structures, pricing, product roadmaps, or other proprietary information, whether disclosed in written, electronic, or oral form, that is identified as confidential or would reasonably be understood to be confidential by its nature.

"Documentation" means any user manuals, reference/training manuals or online help, either in hard copy or electronic format, provided with the Software.

"Intellectual Property Rights" means all present and future rights conferred by statute, applicable law, trade marks, designs, patents, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, relating to the Software and Documentation.

"License" means the right to use the Software in accordance with the terms of this Agreement.

"Licensee" means you and any legal entity that obtained the software and on whose behalf it is used; for example, your employer.

"License File" or "License Key" means any file, code, credential, activation key, hardware device, account authorization, or other technical mechanism provided by Licensor that enables or controls Licensee’s authorized use of the Software.

"License Scope" means the permitted extent of use of the Software, including any limitations on users, installations, computers, concurrent sessions, sites, modules, or features, as specified by Licensor in the applicable order, invoice, agreement, or License File.

"Licensor" means Amalgama Software Design LLC, Commercial License No. 1064722, issued by Department of Economic Development of Government of Dubai, United Arab Emirates, being either owner of all intellectual property rights in the Software and documentation, and having the right to grant Licenses of the Software.

"Output Data" means any models, datasets, reports, visualizations, calculations, simulations, analyses, or other results generated by Licensee through use of the Software, excluding the Software itself and any embedded Licensor’s proprietary components.

"Software" means the MineTwin Software program modules, components, and updates that are made available to the Licensee by the Licensor, including, but not limited to MineTwin OpenPit, MineTwin Underground, MineTwin Continuous Mining, and MineTwin Cloud. The Software may be provided as locally installed software, cloud-hosted software, or a combination of both.

"Subscription Term" means the period during which the Licensee is authorized to access and use the Software under a SaaS License, as specified in the applicable order, invoice, or subscription agreement, and for which applicable subscription fees have been paid.

"Support Services" means technical support, maintenance, updates, patches, bug fixes, upgrades, and other services provided by Licensor relating to the Software, subject to payment of applicable fees and the terms of this Agreement.

In consideration of payment of applicable license fees, Licensor grants Licensee a limited, non-exclusive, non-transferable license to use the Software.

The Software is offered under the following license types:

License Scope (including number of users, installations, or concurrent sessions) is defined in the applicable order, invoice, or license file issued by Licensor. Licensor may charge additional fees for major upgrades, new modules, or additional functionality not included in the original purchase.

Licensor reserves the right to verify Licensee’s compliance with the License scope and applicable License type.

License type (including Non-Commercial, SaaS, or Perpetual License) is determined by the applicable order, invoice, or license file issued by Licensor.

Where no valid commercial license entitlement is granted by Licensor, the Software shall be deemed licensed under a Non-Commercial License.

The Software and Documentation remain the exclusive property of Licensor. No ownership rights are transferred to Licensee.

Licensee owns all Output Data generated using the Software.

All enhancements, modifications, updates, or derivative works relating to the Software and Documentation remain the property of Licensor unless otherwise agreed in writing.

Licensee may not make the Software or Documentation available to any third-party by way of a gift, loan, sub-license, assignment, novation, mortgage, encumbrance or hire, except as set out in this Agreement.

The License is non-transferable, except to affiliates or successors-in-interest via merger, acquisition, divestiture, reorganization, or otherwise. For all other transfers, written consent of Licensor is required. A transfer fee for any transfer other than the transfer between a Licensee owned office or project shall apply.

Licensee may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law. Licensee shall not modify or alter the Software or merge all or any part of the Software with any other software without Licensor’s prior written permission.

If the Software is modified or altered by Licensor at Licensee’s request, or by Licensee with the written permission of Licensor pursuant to this License, the costs associated with the modifications or alterations or the costs arising out of the investigation of the effects of proposed modifications or alterations will be borne solely by Licensee.

The Software as modified or altered remains the property of Licensor in all respects, whether modified by Licensee, Licensor or a third party and whether or not authorized pursuant to the License. Specifically, Licensee shall if necessary assign to Licensor all Intellectual Property Rights arising out of any modifications to the Software. This License shall apply to the Software as modified or altered.

Licensee shall be solely responsible for the use, supervision, management and control of the Software security device or license file and Documentation. Licensee shall make commercially reasonable efforts to ensure that the Software, security device or license file and Documentation are protected at all times from theft, misuse, damage, destruction or any form of unauthorized use.

Software may contain functionality requiring periodic validation of the License via internet connection and communication to Licensor. Licensee must not interfere with this process.

Licensor reserves the right to disable Software that is not re-validated in accordance with this process or is determined to be an unauthorized copy or for other breach of this Agreement.

Licensor warrants it has the right and authority to grant the License. Licensor warrants the media upon which the Software is supplied to be free from defects, under normal use, for a period of ninety (90) days from the date of purchase. Licensor will replace any defective media if returned within ninety (90) days after purchase.

Licensor warrants that the Software will perform substantially in accordance with its specifications for a period of ninety (90) days from the date of purchase. The foregoing warranty is void if failure of the Software is from accident, abuse or misapplication.

Licensor’s sole obligation and Licensee’s exclusive remedy under this warranty, shall be, at Licensor’s option, to either return the price paid, or to repair or replace the Software that fails to meet the limited warranty. Licensor does not warrant that the functions contained in the Software will meet Licensee’s requirements, or that the operation of the Software will be uninterrupted or error-free. Licensor offers no warranty regarding the accuracy, reliability, or suitability of results produced by the Software.

The Software, license keys, pricing, technical information, and Documentation constitute confidential information of Licensor. Licensee shall not disclose confidential information to any third party without prior written consent of Licensor.

Licensor will not be held responsible for any loss, damages, claims or costs whatsoever, including any consequential, indirect or incidental damages, lost profits, lost savings, business interruption, lost data or files or damage to property caused by Licensee’s use of the Software, or its inability to use the Software.

Licensor’s total liability to Licensee, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement, shall be limited to the price paid by Licensee for the License.

Licensor shall not be responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software. Any condition or warranty which would otherwise be implied or incorporated into this Agreement, whether by statute, applicable law or otherwise, is excluded to the extent permissible by law.

The Software is intended as a tool to assist qualified professionals. Licensor shall not be responsible for engineering, mining, geological, financial, or operational decisions made using the Software.

Nothing in this Agreement excludes liability that cannot be excluded under applicable law.

These terms may be superseded by the terms in an executed corporate agreement or sales contract between the Licensor and Licensee if explicitly stated as superseding this Agreement. In the event of conflict, the terms of the corporate agreement or sales contract shall prevail.

Licensee is responsible for payment of applicable taxes, duties, or government charges associated with Software purchase or use.

Licensor may terminate this Agreement if:

Upon termination, Licensee must cease use of the Software and destroy all copies in its possession or control.

Licensee may terminate this Agreement at any time by discontinuing use of the Software and destroying all copies. No refunds shall be provided upon termination unless required by governing law.

Licensor shall be legally entitled to suspend or terminate this Agreement if payment is not made in full by Licensee for the software or for any unpaid Licensor invoice not in dispute which remains outstanding longer than 90 days.

Licensor may modify the terms of the Agreement from time to time. By continuing to use the Software after any revisions come into effect, Licensee agrees to be bound by the revised terms of the Agreement.

This Agreement shall be construed, interpreted and governed by the laws of the United Arab Emirates.

Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration under the rules of the Dubai International Arbitration Centre (DIAC). The seat of arbitration shall be Dubai, United Arab Emirates. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding.

If any provision of the Agreement is held invalid, unenforceable or illegal for any reason, the Agreement shall remain otherwise in full force apart from such provision which shall be deemed deleted.

The covenants, conditions and provisions of the Agreement which are capable of having effect after the expiration of the Agreement shall remain in full force and effect following the expiration of the Agreement.

A failure or delay by a party to exercise any right or remedy provided under this Agreement or by governing law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

Any express statement of a right of Licensor under this Agreement is without prejudice to any other right of Licensor expressly stated in this Agreement or existing under governing law.

Licensor shall not be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, labor disputes, internet or telecommunications failures, power outages, or failures of third-party service providers.

Licensor shall use commercially reasonable efforts to resume performance as soon as reasonably practicable after the cause of the delay or failure has been resolved.

Amalgama Software Design LLC,

Office 150, Al Diyar, Al Wasl, Dubai, United Arab Emirates

info@amalgamasimulation.com