Terms of Use Agreement

Welcome to the web site (the “Site”) of Barrick Gold Corporation’s “Unlock the Value” program (the “Program”). By using the Site, you agree (a) that you have read this Agreement (as defined below), and (b) to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not use this Site. This Site is not available for use by persons under 18 years of age or individuals or organizations who cannot form legally binding contracts under applicable law.

1. Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use Agreement (“Agreement”) with respect to Site. In consideration of the premises and mutual obligations contained herein and for other good and valuable consideration (the receipt, and sufficiency of which are hereby acknowledged), you and Barrick Gold Corporation (“Sponsor”) hereby agree to the terms and conditions contained herein. This Agreement may be amended at any time by the Sponsor from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site. If you are using the Site on behalf of your employer, you represent that you are authorised to accept this Agreement on your employer’s behalf.

2. Intellectual Property.

The content of the Site, including without limitation, documents and/or other materials, publications, technical specifications, information, organization and presentation of the Site including without limitation graphics, software, design, compilation, magnetic translation, and digital conversion, as well as any and all other matters related to the Site (the “Site Information”) are the property of Sponsor, Sponsor’s affiliates or third-party licensors and are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such Site Information or any part of the Site, except as allowed by this Agreement, the Program’s Submission Agreement (the “Submission Agreement”) or the Program’s Development Services Agreement (the “Development Services Agreement”) is strictly prohibited. You do not acquire ownership rights to any Site Information viewed or otherwise accessed through the Site. The posting of Site Information on the Site by Sponsor does not constitute a waiver of any right on Sponsor’s behalf in such Site Information.

3. Trademarks/Service Marks.

“unlockthevalue.com” and other marks are trademarks, service marks, registered trademarks or registered service marks of the Sponsor or its affiliates. The right to use such marks is limited as outlined in this Agreement. Other product and company names mentioned on the Site may be trademarks of their respective owners.

4. Limited License; Permitted Uses.

You are granted a limited, royalty-free, non-exclusive, non-transferable, revocable license (a) to access and use the Site and the Site Information strictly in accordance with this Agreement; and (b) to use the Site and the Site Information solely for the purpose of determining whether to enroll in the Program and provided that you comply with all copyright and other policies contained therein. The Sponsor, in its sole discretion, may refuse access to this Site to any individual or entity.

5. Restrictions and Prohibitions on Use.

Your license for access and use of the Site and any Site Information is subject to the following restrictions and prohibitions on use: you may not (a) copy, print (except for the express limited purpose permitted by this Agreement, the Submission Agreement or the Development Services Agreement), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or Site Information retrieved from it; (b) use the Site or Site Information, or any portion thereof, to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Site Information from the Site except as allowed under this Agreement; (d) use any Site Information from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of Sponsor or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site; (f) make any portion of the Site or Site Information available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; (h) use any automatic or manual process to harvest information from the Site; (i) use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Site or Site Information in a manner that violates any provincial, state, federal or local law regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of Canada.

6. Disclaimer.

THE SITE INFORMATION IS PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SITE AND/OR THE SITE INFORMATION MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. SPONSOR AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CO-BRANDERS, PARTNERS AND CONSULTANTS (“AFFILIATED PARTIES”) HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SITE OR ANY SITE INFORMATION, EXCEPT AS PROVIDED IN THIS AGREEMENT. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, SPONSOR AND ITS AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPONSOR AND YOU. THIS SITE AND THE SITE INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPONSOR THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE SITE INFORMATION. THE SITE AND/OR THE SITE INFORMATION MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. SPONSOR ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS IN THE SITE, THE SITE INFORMATION AND/OR IN ANY OTHER REFERENCE.

SPONSOR MAY MAKE CHANGES TO THE SITE, THE SITE INFORMATION, AND ANY OTHER INFORMATION AND MATERIALS ON THE SITE AT ANY TIME AND WITHOUT NOTICE.

THE SITE AND THE SITE INFORMATION ARE DISTRIBUTED INTERNATIONALLY AND MAY CONTAIN REFERENCES OR CROSS-REFERENCES TO PROGRAMS THAT HAVE NOT BEEN ANNOUNCED OR AVAILABLE IN YOUR COUNTRY. SUCH RESPONSIBILITY TO CONSULT WITH SPONSOR FOR INFORMATION REGARDING THE PROGRAM(S) WHICH MAY BE AVAILABLE TO YOU.

SPONSOR CONTROLS AND OPERATES THIS SITE FROM ITS HEADQUARTERS IN CANADA AND MAKES NO REPRESENTATION THAT THIS SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. IF YOU USE THIS SITE FROM OTHER LOCATIONS, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LOCAL LAWS INCLUDING BUT NOT LIMITED TO THE EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.

ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN AN ELECTRONIC FILE CONTAINING ANY OR ALL OF THE SITE INFORMATION IS DISCLAIMED.

7. Limitation of Liability.

(a) Sponsor and any of its Affiliated Parties shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (1) any errors in or omissions from the Site, (2) the unavailability, interruption or discontinuance of the Site or any features thereof, (3) your use of the Site and/or the Site Information, (4) the content of the Site Information, or (5) any delay or failure in performance beyond the control of Sponsor or any of its Affiliated Parties.

(b) THE AGGREGATE LIABILITY OF SPONSOR AND ANY OF ITS AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THE SITE INFORMATION PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 (CANADIAN) AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST SPONSOR AND ANY OF ITS AFFILIATED PARTIES.

(c) You agree to indemnify, defend and hold Sponsor and its Affiliated Parties harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site or Site Information, including any use by your employees, your connection to the Site, your violation of the terms of this Agreement, or your violation of any rights of another.

8. Confidentiality and Use of Information.

The Site Information, Submission Agreement, Development Services Agreement, all of Sponsor’s trademarks, service marks, registered trademarks, and registered service marks, as well as any additional information disclosed or otherwise conveyed to you by Sponsor that is designated by Sponsor as confidential, whether in oral, written, visual, electronic or other tangible form and whether before or after your use of the Site, which you receive, review, or acquire, directly or indirectly, from your use of the Site, shall be “Confidential Information” for purposes of this Paragraph 8. For the term of this Agreement and for three (3) years after the expiration or termination hereof, you agree to treat the Confidential Information as strictly confidential and will not, directly or indirectly: (a) use any Confidential Information for any purpose apart from those expressly granted herein; (b) divulge or disclose any Confidential Information to any third party; or (c) permit any Confidential Information to be divulged or disclosed to or examined or copied by any third party. Without limiting the generality of the foregoing, you agree not to divulge, disclose or otherwise convey any Confidential Information to, or to permit any Confidential Information to be divulged, disclosed or otherwise conveyed to, examined or copied by, any of your directors, officers, employees, agents, representatives, assignees, licensees, sublicensees, consultants, contractors or subcontractors except on a “need to know” basis; in addition, you will: (i) inform each such person or entity of the requirements of this Agreement; and (ii) ensure that each such person or entity complies with your obligations as set forth in this Agreement.

Confidential Information does not include information that: (aa) is in the public domain at the time of its disclosure to you; (bb) through no violation of the terms of this Agreement, enters the public domain after its disclosure to you; (cc) you can demonstrate through competent written evidence was legally known by you or in your legal possession at the time of its initial disclosure to you, provided that your source of the information was not Sponsor or the Site; (dd) you can demonstrate through competent written evidence was independently developed by you without the use of Confidential Information and without access to Confidential Information; (ee) was lawfully and independently received by you from a third party who has the right to disclose the same without restriction; or (ff) Sponsor agrees in writing prior to its disclosure is not confidential.

In the event that you are required by law, court order, court proceeding or the rules or policies of any stock exchange or governmental or regulatory authority having jurisdiction in the matter to disclose any of the Confidential Information, you shall be permitted to do so, provided however that you provide Sponsor with prompt notice of the required disclosure so that Sponsor may seek a protective order or other appropriate remedy at law or in equity and/or waive compliance with the provisions of this Paragraph 8. If such protective order or other remedy is not obtained by Sponsor, you shall only be permitted to disclose that portion of the Confidential Information which is legally required and shall exercise your best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

9. Privacy Policy.

Our Privacy Policy, as it may change from time to time, is located on the Site and, except as otherwise agreed to in this Agreement, the Submission Agreement and, if applicable, the Development Services Agreement, it shall govern any disclosure or use of your personal information.