TERMS AND CONDITIONS OF WEBSITE USE
This is the official website of Primero Mining Corp. and its subsidiaries, affiliates and related companies (collectively “Primero” or the “Company”).
Please read the following terms and conditions of web site use (the “terms and conditions”) carefully before accessing or using the Primero site as they represent a binding agreement between you (either an individual or a single entity) and Primero and govern your use of www.primeromining.com together with all of the information and materials available on such web site (collectively the “Primero Site”). By accessing, browsing or using the Primero Site, you agree to be bound by the terms and conditions as outlined in this agreement. For your reference you may print this agreement by clicking the “print” option below. If you have not read, do not understand, or do not agree to be bound by these terms and conditions, please do not use the Primero Site. Primero reserves the right, in its sole discretion, to change these terms and conditions from time to time at its sole discretion and without notice.
As it is your responsibility to check for such updates you should revisit this page from time to time as your use of the Primero Site is subject to the most current version of the terms and conditions posted on the Primero Site at the time of such use. The last revision date for these terms and conditions is set forth below:
August 6 2010.
If you access, browse or use the Primero Site after the terms and conditions are revised, we will assume that you have reviewed and accepted the revised terms.
YOUR RIGHT TO USE THE PRIMERO SITE
Provided that you accept and comply with these terms and conditions, you have the limited right to access and use the Primero Site to view the various materials, including information, documents and other content on the Primero Site and to copy, download or print a single copy of any of the information and materials available on it, solely for your personal non-commercial use or your internal informational use in business and not for resale or distribution to anyone else, provided that you reproduce all of Primero’s proprietary markings on each copy of reproduced material. Except as expressly permitted by Primero in writing, you may not copy, reproduce, download, upload, post, transmit, translate, modify, distribute, sell, rent, license, transfer, mirror, frame or create derivative works of the Primero Site, in whole or in part, in any form or by any means. In particular, the use of any of such information on any other web site or in a networked computer environment for any purpose is prohibited and the foregoing authorization does not apply with respect to the design or layout of the Primero Site.
When accessing, browsing or using the Primero Site you agree to provide accurate information as required by the Primero Site and/or your company/organization for record-keeping purposes. You also agree to update such information, to the extent necessary, from time to time.
Primero reserves the right to restrict, suspend or terminate your access to all or part of the Primero Site at any time and for any reason; however, Primero assumes no obligation to do so. The provisions of these terms and conditions concerning the ongoing interests of the parties shall continue and survive in full force and effect following any such termination.
DISCLAIMER OF WARRANTY
The Primero Site and its content is presented on an “as is” and “as available” basis without warranties or conditions of any kind, either express, statutory, oral or implied, including but not limited to, non-infringement or freedom from defect other than those warranties and conditions which are imposed by and incapable of exclusion, restriction or modification under the laws applicable to these terms and conditions. Primero does not guarantee that you will have continuous, uninterrupted, or secure access to the Primero Site, or that the Primero Site will be error-free, or that defects, if any, will be corrected, or that the Primero Site is free of viruses or other harmful components. Primero does not make any representations or warranties about the accuracy, reliability, currency, completeness, quality, performance, timeliness or suitability of the Primero Site or the information on the Primero Site. Material may be changed or updated without notice. Where information on the Primero Site is based on content from third parties, Primero is not responsible for such content. In particular, you acknowledge that there may be interruptions in service due to inherent limitations of the Internet, system upgrades, system maintenance and system configuration and that Primero assumes no liability for any loss, damage or expense from interruptions in service due to any of the foregoing factors. Furthermore while reasonable efforts are made to ensure that all information provided at the Primero Site does not contain computer viruses, you should take reasonable and appropriate precautions to scan for computer viruses and should ensure that you have a complete and current backup of the applicable items of information contained on your computer system. Your use of (or inability to use) the Primero Site is at your own risk. You agree that your sole remedy in the event of any problem with the Primero Site is to cease using the Primero Site. In no event shall Primero and its respective directors, officers, employees, consultants and agents be liable for any loss or injury or any damages, either direct, indirect, punitive, special, incidental, consequential or otherwise, resulting from, or in any way connected to, the use of the Primero Site, or any links to other sites made available on the Primero Site or the content contained on such site(s), in each case regardless of whether such damages are based on warranty, contract, tort (including negligence), strict liability products liability or other theories of liability, even if Primero has been advised of the possibility or likelihood of such damages occurring.
Some jurisdictions do not allow the exclusion of implied warranties or conditions or limitation of consequential or incidental damages, so portions of the above-referenced exclusions or limitations may not directly apply to you. You acknowledge that the provisions of these terms and conditions allocate the risks between Primero and you. You hereby waive any and all claims against Primero and its respective directors, officers, employees, consultants and agents arising out of your use of, or inability to use the Primero Site or any links to other sites made available on the Primero Site or the content contained on such site(s).
The information contained in the PIMERO Site is not to be construed as an offer or as a recommendation to buy or sell securities in any jurisdiction. The information is not meant to modify, qualify, supplement or amend information disclosed by or on behalf of the Company under corporate, securities or other legislation in any jurisdiction, and should not be used to make investment decisions involving the Company’s securities.
Copyright © 2010 PRIMERO Mining Corp. All rights reserved.
The Primero Site, its organization and design, and all information, images, artwork, text, video, audio, pictures and other materials on the Primero Site are protected by copyright and other proprietary rights of Canada and other countries and are owned, controlled, and/or licensed by Primero. In particular, we own a copyright in the Primero Site as a collective work and/or compilation, and in the selection, coordination and arrangement of the information and materials available on the Primero Site. Nothing contained on the Primero Site should be considered as granting, by implication, estoppel, custom, usage or otherwise, any licence or right to use any trademarks, logos, or other names, including, but not limited to, those identifying Primero or its respective products and services displayed on the Primero Site, without the express written consent of Primero or such third party that may own such trademarks, logos and other names displayed on the Primero Site. Any user, who, without authorization, re-transmits, copies or modifies any trademarks may violate federal or common law trade mark, copyright law and/or laws pertaining to privacy or publicity rights, or other laws or regulations, and may be subject to legal action.
Certain information in the Primero Site contains “forward-looking statements” or “forward looking information” within the meaning of applicable securities legislation. In certain cases, forward-looking statements can be identified by the use of words such as “believe”, “intend”, “may”, “will”, “should”, “plans”, “anticipates”, “believes”, “potential”, “intends”, “expects” and other similar expressions. Forward looking statements reflect our current expectations and assumptions, and are subject to a number of known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Forward looking statements, particularly as they relate to the actual results of exploration activities, actual results of reclamation activities, the estimation or realization of Mineral Reserves and Resources, the timing and amount of estimated future production, capital expenditures, costs and timing of the development of new mineral deposits, requirements for additional capital, future prices of precious and base metals, possible variations in ore grade or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes, road blocks and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation and the timing or magnitude of such events are inherently risky and uncertain.
Key assumptions upon which the Company’s forward-looking statements are based include the following:
- The prices for gold and, to a lesser extent, silver will not fall significantly;
- The assumptions in the financial analysis in the NI 43-101 technical report dated June 1, 2010 for the San Dimas mines are correct;
- The Company‘s ability to secure new financing to continue its exploration, development and operational activities;
- There being no significant adverse changes in currency exchange rates;
- There being no significant changes in the ability of the Company to comply with environmental, safety and other regulatory requirements;
- The Company‘s ability to obtain regulatory approvals (including licenses and permits) in a timely manner;
- The absence of any material adverse effects arising as a result of political instability, terrorism, sabotage, natural disasters, equipment failures or adverse changes in government legislation or the socio-economic conditions in the surrounding area to the Company’s operations;
- The Company’s ability to achieve its growth strategy and
- The Company’s operating costs will not increase significantly.
These assumptions should be considered carefully by users. Users are cautioned not to place undue reliance on the forward-looking statements or the assumptions on which the Company’s forward-looking statements are based. Users are advised to review and consider the risk factors identified in the information in the Primero Site, as well as the risk factors identified under the heading “Risk Factors” in the Company’s 2009 annual information form and in the Company’s short form prospectus dated July 9, 2010, both of which are available on SEDAR at www.sedar.com, for a discussion of the factors that could cause the Company’s actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Users are further cautioned that the foregoing list of assumptions is not exhaustive. Although the Company believes that the assumptions on which the forward-looking statements are made are reasonable, based on the information available to the Company on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. Accordingly, users should not place undue reliance on forward-looking information.
The forward-looking statements contained in the information in the Primero Site are made as of the date indicated in that information and, accordingly, are subject to change after such date. We do not undertake to update any forward-looking information, except as, and to the extent, required by applicable securities laws. The forward-looking statements contained in the Primero Site are expressly qualified by this cautionary statement.
CAUTIONARY NOTE TO UNITED STATES INVESTORS
The Primero Site contains mineral reserve estimates that have been calculated in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), as required by Canadian securities regulatory authorities. For United States reporting purposes, United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (under the United States Securities Exchange Act of 1934, as amended), as interpreted by Staff of the SEC, applies different standards in order to classify mineralization as a reserve. As a result, the definitions of proven and probable reserves used in NI 43-101 differ from the definitions in the SEC Industry Guide 7. Under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issued imminently in order to classify mineralized material as reserves under the SEC standards. Accordingly, mineral reserve estimates contained in the Primero Site may not qualify as “reserves” under SEC standards. In addition, the Primero Site uses the terms “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” to comply with the reporting standards in Canada. We advise United States investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them. United States investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Further, “inferred resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies.
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Primero, and its respective directors, officers, employees, consultants and agents from and against all claims, liability, and expenses, including all legal fees and costs, arising out of your breach of any provision of these terms and conditions or, any applicable law or proprietary or privacy right in connection therewith. Primero reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defence of any claim.
All stock price quotes and historical stock price data on the Primero Site are provided by third parties, are for informational purposes only, and are not intended for trading purposes. If you are contemplating trading in the Company’s securities, the Company strongly advises that you obtain independent professional advice (including independent legal and financial advice from qualified advisors), before making any investment decision. The Company makes no representation or warranty regarding the timeliness, accuracy or completeness of any stock price quotes or historical stock price data.
LINKS TO THIRD PARTY SITES AND POP-UNDERS
The Primero Site may contain links to third-party web sites that are not under our control or operation. We provide any such links only as a convenience and in providing them Primero is in no way acting as a publisher or disseminator of the material contained. In addition, we are not responsible for the contents of any linked site or any third-party site linked to a linked site, or for any changes or updates to any such sites. The inclusion of any link does not imply our affiliation with, or our endorsement or adoption of, the linked site, that party or its product(s) or service(s), any third-party site linked to that site, or any information contained on any such sites and does not mean that Primero is legally authorized to use any trade mark, trade name, logo or copyrighted symbol that may be reflected in the link or the description of the link to such other sites. You may provide hyperlinks to the home page of this Primero Site provided you do not remove or obscure, by framing or otherwise, the advertising, trademarks, copyright notice or other notices on this Primero Site.
The content of the Primero Site (excluding linked sites belonging to third parties) is prepared by Primero from its offices within the Province of Ontario, Canada. By accessing the Primero Site, you and Primero agree that all matters relating to your access to, or use of, the Primero Site shall be governed by the laws of the Province of Ontario, without regard to the conflicts of laws and principles thereof. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. The parties confirm that it is their wish that these terms and conditions, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise. These terms and conditions represent our entire understanding with respect to their subject matter. Any of these terms and conditions which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable any of the remaining terms or affecting the validity or enforceability of these terms and conditions in any other jurisdiction. No waiver by us of any right under these terms and conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations under these terms and conditions, in whole or in part, without our prior written consent. These terms and conditions shall be binding upon and inure to the benefit of each of us and our respective successors and permitted assigns. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of Ontario and/or the Federal Court of Canada in Ontario, or any other judicial district or jurisdiction as Primero may determine in any and all actions, disputes, or controversies relating hereto.
If you have any questions, comments, complaints or concerns or require more information about these terms and conditions, please contact our Corporate Webmaster at email@example.com or write to us at:
Primero Mining Corp.
Suite 2100, 79 Wellington Street West
Toronto, Ontario, M5K 1B1
Attention: Corporate Webmaster
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