Prospector Exchange — Terms of Use

In plain language

This summary is for convenience only. It is not part of the contract and does not replace the full Terms below, which govern.

• We're a venue, not a party to your deal. Prospector Exchange connects Buyers and Sellers of Canadian mineral claims. We don't own, sell, broker, or take title to any claim, and we're not part of any transaction between users.
• We don't guarantee listings or verify title. Licence-verification indicators are a point-in-time convenience, not proof of ownership, good standing, or accuracy.
• Nothing here is advice. We don't give legal, financial, securities, tax, or geological advice. Do your own due diligence before you transact.
• You're responsible for your listings and conduct. Everything you post must be accurate, lawful, and something you're authorized to sell.
• Fees are generally non-refundable.
• Some documents require an NDA with the Seller. That agreement is between you and them, not us.
• Our liability is limited, and disputes are governed by the law of Newfoundland and Labrador.

These Terms of Use ("Terms") govern your access to and use of the Prospector Exchange platform at app.prospectorexchange.ca and any related services, features, and content (together, the "Platform").

The Platform is operated by Longpoint Energy Group Inc. ("Prospector Exchange," "we," "us," or "our"), a company incorporated in Canada with its registered office at 4 Quartz Place, Conception Bay South, Newfoundland and Labrador A1W 4N6.

Please read these Terms carefully. By creating an account, accessing, or using the Platform, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Platform.

1. Who can use the Platform

• The Platform is a business-to-business (B2B) service intended for use by companies, prospectors, and industry professionals — not consumers.
• You must be at least 18 years old and legally able to enter into a binding contract.
• If you use the Platform on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.
• You must use the Platform only for lawful purposes and in compliance with all applicable laws, including Canadian and provincial mining, securities, and environmental laws.

2. What Prospector Exchange is — and is not

This is the most important section. Read it carefully.

• Prospector Exchange is a listing venue and connection service. We provide a marketplace where holders of Canadian mineral claims, licences, and interests ("Sellers") can list them, and where interested parties ("Buyers") can discover them and make contact.
• We are not a party to any transaction between users. We do not own, sell, buy, broker, appraise, or take title to any mineral claim, licence, property, or interest listed on the Platform.
• We are not a broker, dealer, agent, adviser, or fiduciary. We are not a real estate brokerage, a securities dealer or adviser, an investment adviser, a qualified person under National Instrument 43-101, or a professional geoscientist, engineer, or lawyer.
• Any agreement to buy, sell, option, joint-venture, or otherwise deal in a listed interest is solely between the Buyer and the Seller. We are not responsible for and take no part in negotiating, documenting, closing, funding, or enforcing those agreements.
• We do not guarantee that any listing will result in a transaction, or that any user is who they claim to be, holds valid title, or has authority to transact.

3. No advice — do your own due diligence

• Nothing on the Platform is legal, financial, investment, securities, tax, geological, engineering, environmental, or professional advice, and nothing should be relied on as such.
• Listings, descriptions, maps, assay data, exploration history, and any verification indicators are provided for information only and may be incomplete, out of date, or inaccurate.
• You are solely responsible for conducting your own independent due diligence before entering into any transaction, including verifying title, licence status and standing, boundaries, encumbrances, permits, Indigenous rights and consultation obligations, regulatory requirements, and the accuracy of any technical information.
• Certain transactions involving mineral interests may engage securities laws or require regulatory filings or approvals. You are responsible for determining and meeting your own legal and regulatory obligations. We make no representation that any listing or transaction complies with securities or other laws.

4. Licence verification — what it means and doesn't

• Where the Platform displays a licence verification indicator, it reflects an automated query we make to a government data source (such as the Government of Newfoundland and Labrador's GeoScience Atlas ArcGIS service) at a point in time.
• This is a convenience feature only. It is not confirmation of valid title, good standing, ownership, authority to sell, or the accuracy of any listing.
• Government data may be delayed, incomplete, or inaccurate, and licence status can change at any time. We do not warrant the accuracy, completeness, or currency of any third-party or government data, and you must independently verify all information with the relevant authority.

5. Your account

• You must provide accurate, complete, and current information when registering and keep it up to date.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately of any unauthorized use.
• You may not share, sell, or transfer your account, or create an account using false information or on behalf of someone without their authority.
• We may refuse, suspend, or terminate accounts at our discretion, including where we reasonably believe these Terms have been breached.

6. Listings and your content

• You are solely responsible for the content you submit, including listings, descriptions, images, maps, documents, assay results, and communications ("Your Content").
• By submitting a listing, you represent and warrant that: (a) the information is accurate and not misleading; (b) you hold the claim, licence, or interest described, or are authorized to list and deal in it; (c) you have the right to share all materials you upload; and (d) the listing and any resulting transaction will not violate any law, court order, agreement, or third-party right.
• You must not list interests you do not hold or are not authorized to sell, or post content that is fraudulent, unlawful, infringing, defamatory, or that misrepresents the property.
• We may, but are not obligated to, review, edit, refuse, remove, or re-classify any listing or content at any time, with or without notice.
• Licence to us: You grant us a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, adapt, and display Your Content solely as needed to operate, promote, and improve the Platform. You retain ownership of Your Content. This licence ends when you delete the content or your account, except for content already shared with other users, retained in backups, or required to be kept by law.

7. Contact reveal, documents, and confidentiality

• The Platform may allow browsing without an account, but require you to provide an email address or register before revealing Seller contact details or restricted materials.
• Some listings include a two-tier document system: certain documents are available openly, while others are made available only after you agree to a non-disclosure agreement (NDA) or other confidentiality terms presented on the Platform.
• Where you access documents under an NDA, that NDA is a binding agreement between you and the Seller (not with us). You must comply with it, including any restrictions on use, copying, and disclosure of confidential information.
• You must not use contact details, documents, or other information obtained through the Platform for any purpose other than evaluating a bona fide transaction — and never for spam, harvesting, resale of data, or solicitation unrelated to the listing.

8. Fees and payments

• Listing, subscription, or other fees, and any volume or streak-based pricing, are described on the Platform at the time of purchase. By purchasing, you agree to the applicable fees.
• Payments are processed by a third-party payment provider (Stripe). Your use of payment services is subject to that provider's terms, and we do not store your full card details.
• Unless required by law or expressly stated otherwise at purchase, fees are non-refundable, including where a listing does not result in a transaction, is removed for breach of these Terms, or where you cancel.
• We may change our fees at any time. Changes apply to purchases made after the change takes effect.
• You are responsible for any applicable taxes.

9. Acceptable use

You agree not to:

• use the Platform for any unlawful, fraudulent, or misleading purpose;
• post false, inaccurate, or misleading listings or information;
• infringe any intellectual property, privacy, confidentiality, or contractual right;
• scrape, harvest, crawl, or systematically extract data, or use bots or automated means, except with our prior written consent;
• circumvent, disable, or interfere with the Platform's security, access controls, verification, or fee mechanisms;
• attempt to transact off-platform to avoid fees where the connection was made through the Platform, in a manner that breaches any specific terms we present;
• upload malware or harmful code, or attempt to gain unauthorized access to any system or account;
• harass, defame, or impersonate any person or misrepresent your affiliation; or
• use the Platform to breach securities, competition, anti-corruption, sanctions, anti-spam (CASL), or other applicable laws.

10. Intellectual property

• The Platform, including its software, design, text, graphics, logos (including the PΛX mark), databases, and compilation of listings, is owned by us or our licensors and is protected by intellectual property laws.
• We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended B2B purpose. All rights not expressly granted are reserved.
• You may not copy, modify, distribute, sell, reverse-engineer, or create derivative works from the Platform except as permitted by law or with our written consent.

11. Third-party services and links

The Platform relies on and links to third-party services (such as Stripe, hosting and database providers, mapping services, and government data sources) and may link to third-party websites. We do not control and are not responsible for third-party services, content, or their terms. Your use of them is at your own risk.

12. Disclaimers

• The Platform and all content are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, to the fullest extent permitted by law.
• We disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, accuracy, and non-infringement.
• We do not warrant that the Platform will be uninterrupted, secure, or error-free, that data or listings are accurate, complete, or current, or that any user, listing, or transaction is legitimate or lawful.

13. Limitation of liability

To the fullest extent permitted by law:

• We are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, goodwill, or opportunity, arising out of or relating to the Platform or these Terms, even if we have been advised of the possibility.
• We are not liable for any dispute, transaction, agreement, loss, or damage between you and any other user, or arising from any listing, document, licence status, due diligence, or transaction.
• Our total aggregate liability for all claims relating to the Platform will not exceed the greater of (a) the total fees you paid to us in the twelve (12) months before the event giving rise to the claim, or (b) CAD $100.
• Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Longpoint Energy Group Inc. and its directors, officers, employees, and agents from any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) Your Content or listings; (c) any transaction or dealing with another user; (d) your breach of these Terms or any law; or (e) your violation of any third-party right.

15. Suspension and termination

• You may stop using the Platform and close your account at any time.
• We may suspend or terminate your access at any time, with or without notice, including for breach of these Terms, suspected unlawful or fraudulent activity, or where required by law.
• Sections that by their nature should survive termination — including Sections 2–4, 6 (licence and responsibility), 8 (accrued fees), 10, 12, 13, 14, 16, and 17 — survive.

16. Governing law and dispute resolution

• These Terms are governed by the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable there, without regard to conflict-of-laws rules.
• Subject to the arbitration provision below, you agree to the exclusive jurisdiction of the courts located in St. John's, Newfoundland and Labrador.
• Arbitration: Except for claims seeking injunctive relief or relating to intellectual property, any dispute arising out of or relating to these Terms or the Platform that cannot be resolved informally will be finally resolved by binding arbitration under the Arbitration Act (Newfoundland and Labrador), before a single arbitrator, seated in St. John's, in English. Each party bears its own costs unless the arbitrator decides otherwise.
• You agree to bring claims only in your individual capacity, and not as part of a class or representative proceeding, to the extent permitted by law.

17. General

• Changes to these Terms: We may update these Terms from time to time. We will post the updated Terms with a new "Last updated" date and, for material changes, provide reasonable notice. Your continued use after changes take effect means you accept them.
• Entire agreement: These Terms and the Privacy Policy are the entire agreement between you and us regarding the Platform and supersede any prior agreements.
• Severability: If any provision is found unenforceable, the rest remains in effect and the unenforceable provision will be modified to the minimum extent necessary.
• No waiver: Our failure to enforce any right or provision is not a waiver of it.
• Assignment: You may not assign these Terms without our consent. We may assign them, including in connection with a merger, acquisition, or sale of assets.
• Force majeure: We are not liable for delays or failures caused by events beyond our reasonable control.
• Notices: We may give notice by posting on the Platform or emailing the address on your account. Notices to us should go to legal@longpointenergygroup.com.

18. Contact

Questions about these Terms:

Longpoint Energy Group Inc. 4 Quartz Place, Conception Bay South, NL A1W 4N6 Email: legal@longpointenergygroup.com

These Terms of Use are provided as a starting-point template and do not constitute legal advice. They should be reviewed by a qualified Canadian lawyer — ideally one familiar with mining and securities law — before publication.