Master Services Agreement

1.1“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the outstanding voting equity of such entity.

1.2“Authorised User” means any individual who is an employee, contractor, or agent of Customer or its Affiliates and who is authorised by Customer to access and use the Service under Customer's account.

1.3“Customer Data” means all seismic survey data, subsurface interpretation results, annotations, work products, and other data and content uploaded to, processed through, or generated by Customer using the Service.

1.4“Deliverable” means any work product, output, report, or customisation created by Seismic Swift AI specifically for Customer pursuant to a Statement of Work.

1.5“Documentation” means the technical and user documentation made available by Seismic Swift AI describing the features, functionality, and operation of the Service.

1.6“Effective Date” means the date on which the first Order Form referencing this Agreement is executed by both parties.

1.7“Order Form” means a written or electronic ordering document executed by both parties specifying the Service subscriptions, professional services, fees, Subscription Term, and any supplemental terms applicable to a specific engagement.

1.8“Service” means the Seismic Swift AI cloud-based AI platform and related services as described in the Documentation and in each Order Form, including APIs, machine learning pipeline tools, human-in-the-loop review capabilities, and export tools.

1.9“Statement of Work” or “SOW” means a document attached to or referenced in an Order Form describing specific professional services, deliverables, timelines, and fees for a custom engagement.

1.10“Subscription Term” means the period during which Customer is authorised to access and use the Service, as specified in the applicable Order Form.

2.1Seismic Swift AI shall provide the Service to Customer in accordance with this Agreement, the applicable Order Form, and the Documentation. The Service includes the following core capabilities: (a) AI-assisted seismic denoising using deep U-Net architectures; (b) automated horizon tracking with machine learning; (c) fault detection and segmentation; (d) anomaly detection for seismic volumes; (e) carbon capture and storage (CCS) monitoring and injection surveillance tools; (f) pipeline orchestration and workflow management; (g) human-in-the-loop review and annotation capabilities; and (h) data export in industry-standard formats including SEG-Y, LAS, GeoTIFF, and PDF.

2.2Professional Services. If an Order Form includes professional services (e.g., model customisation, integration consulting, training, or implementation services), such services shall be described in a Statement of Work and governed by this Agreement. Professional services fees are separate from subscription fees and are specified in the applicable SOW.

2.3Support. Seismic Swift AI shall provide technical support to Customer in accordance with the applicable support tier specified in the Order Form and the Service Level Agreement incorporated herein by reference. Enterprise customers receive dedicated support with priority incident response.

2.4Changes to Services. Seismic Swift AI reserves the right to modify, update, or enhance the Service at any time, provided that any modification that materially reduces the core functionality of the Service as described in the Documentation shall require at least ninety (90) days' prior written notice to Customer. Seismic Swift AI shall not discontinue the Service during any active Subscription Term without Customer's prior written consent.

3.1Each Order Form must be in writing (including electronic) and signed by authorised representatives of both parties to be effective. An Order Form shall incorporate this Agreement by reference and shall specify at minimum: (a) the subscription tier and Service features; (b) the number of Authorised Users or seat count; (c) the Subscription Term (initial term and renewal terms); (d) the fee schedule; (e) the designated Azure storage region; and (f) any supplemental terms or special conditions applicable to the engagement.

3.2Auto-Renewal. Unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term, each Subscription Term shall automatically renew for successive periods equal in duration to the initial Subscription Term, at the then-current list price or the price specified in the Order Form for renewal terms, whichever is lower.

3.3Order of Precedence. In the event of any conflict or inconsistency, the documents shall be applied in the following order of precedence: (1) the applicable Order Form; (2) the Data Processing Addendum (if applicable); (3) the Service Level Agreement; (4) this Master Services Agreement; (5) the Documentation.

3.4No Purchase Orders. Any purchase order, procurement order, or similar document issued by Customer in connection with an Order Form is for Customer's internal purposes only and does not create additional obligations for Seismic Swift AI beyond those set forth in the Order Form. Any terms and conditions set forth in Customer's purchase order forms that are in addition to or inconsistent with this Agreement are void and of no effect.

4.1Fees. Customer shall pay all fees set forth in each Order Form. All fees are stated in United States dollars and are non-refundable except as expressly provided in the applicable SLA or as required by applicable law. Annual subscription fees are invoiced at the commencement of each Subscription Term or renewal period. Professional services fees are invoiced as specified in the applicable SOW, typically on a monthly basis for time-and-materials engagements or upon agreed milestones for fixed-price engagements.

4.2Payment Terms. All undisputed invoices are due and payable within thirty (30) days of the invoice date (Net 30). Invoices should be directed to Customer's designated billing contact as specified in the Order Form. Seismic Swift AI accepts payment by wire transfer, ACH, or such other methods as may be agreed in the applicable Order Form.

4.3Late Payment. Undisputed amounts not paid within thirty (30) days of the due date shall accrue interest at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until paid in full. Customer shall reimburse Seismic Swift AI for all reasonable costs of collection, including attorneys' fees, in the event Seismic Swift AI pursues collection of overdue amounts.

4.4Price Adjustments. Seismic Swift AI may adjust subscription fees at renewal upon at least sixty (60) days' prior written notice. Professional services rates may be adjusted annually upon at least sixty (60) days' notice. Seismic Swift AI shall not increase fees during the then-current fixed Subscription Term.

4.5Taxes. All fees are exclusive of applicable taxes, levies, duties, and similar governmental charges. Customer is responsible for all applicable taxes except those based on Seismic Swift AI's net income. If Customer is required by law to withhold any taxes from payments, Customer shall gross up payments such that Seismic Swift AI receives the full amount invoiced after withholding.

4.6Disputed Invoices. Customer may dispute any invoice in good faith by providing written notice to billing@seismicswiftai.com within fifteen (15) days of receipt, identifying the disputed amounts and the basis for the dispute. Customer shall pay undisputed amounts when due. The parties shall resolve disputed amounts in good faith within thirty (30) days of the dispute notice.

5.1Seismic Swift AI IP. Seismic Swift AI retains all right, title, and interest in and to: (a) the Service and all underlying technology, software, machine learning models, algorithms, training data, APIs, and documentation; (b) all improvements, modifications, and derivative works of the foregoing, whether or not developed in connection with this Agreement; and (c) all Seismic Swift AI trademarks, service marks, and brand assets. No licence is granted to Customer except as expressly set forth in Section 2.1 and the applicable Order Form.

5.2Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Seismic Swift AI a limited, non-exclusive, royalty-free licence to access, process, store, and transmit Customer Data solely as necessary to provide the Service and as otherwise expressly permitted by this Agreement.

5.3Deliverables Ownership. Unless otherwise specified in an applicable SOW: (a) Deliverables that incorporate Seismic Swift AI's pre-existing IP or constitute enhancements to the Service shall remain the exclusive property of Seismic Swift AI, and Seismic Swift AI grants Customer a non-exclusive licence to use such Deliverables during the Subscription Term; (b) Deliverables consisting solely of work product created by Seismic Swift AI exclusively for Customer and not incorporating Seismic Swift AI's pre-existing IP shall be deemed works made for hire and shall be assigned to Customer upon payment in full of all fees for such Deliverables.

5.4Feedback. Any suggestions, recommendations, or other feedback provided by Customer to Seismic Swift AI regarding the Service (“Feedback”) shall be the property of Seismic Swift AI. Customer grants Seismic Swift AI a perpetual, irrevocable, worldwide, royalty-free licence to use Feedback for any purpose without restriction or obligation to Customer.

5.5Aggregate and Anonymised Data. Seismic Swift AI may collect and use aggregated, anonymised statistical data derived from Customer's use of the Service for the purpose of improving the Service and developing new features, provided such data does not identify Customer or any individual. Seismic Swift AI shall not use Customer Data in non-anonymised form to train or improve its machine learning models without Customer's prior written consent.

6.1“Confidential Information” means all non-public, proprietary, or confidential information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement, whether disclosed orally, in writing, electronically, or by observation, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: Customer Data; Seismic Swift AI's technology, pricing, business strategies, and product roadmap; the terms of any Order Form; and any non-public information regarding either party's customers, finances, or operations.

6.2Each party agrees to: (a) hold the other party's Confidential Information in strict confidence, using at least the same degree of care as it uses to protect its own most sensitive confidential information, but no less than reasonable care; (b) use the Disclosing Party's Confidential Information only as necessary to fulfil its obligations or exercise its rights under this Agreement; and (c) disclose Confidential Information only to those employees, contractors, and professional advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

6.3Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure without restriction; (c) is lawfully received from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records.

6.4If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall: (a) provide the Disclosing Party with prompt written notice (to the extent permitted by law) prior to disclosure; (b) cooperate with the Disclosing Party in seeking a protective order or other appropriate relief; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.

6.5Confidentiality obligations under this Section 6 shall survive termination of this Agreement for a period of five (5) years; provided that obligations with respect to trade secrets shall survive indefinitely.

7.1Mutual Warranties. Each party represents and warrants that: (a) it is duly organised, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full authority to enter into this Agreement and to perform its obligations hereunder; (c) this Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms; and (d) the execution and performance of this Agreement do not conflict with any other agreement to which it is a party or by which it is bound.

7.2Seismic Swift AI Warranties. Seismic Swift AI represents and warrants that: (a) the Service will perform materially in accordance with the Documentation under normal use conditions; (b) Seismic Swift AI will perform any professional services in a professional and workmanlike manner, consistent with industry standards; (c) the Service does not, to Seismic Swift AI's knowledge, infringe any third-party intellectual property rights; (d) Seismic Swift AI has implemented and will maintain the technical and organisational security measures described in the Documentation and DPA; and (e) Seismic Swift AI holds and will maintain all licences, permits, and authorisations necessary to provide the Service.

7.3Customer Warranties. Customer represents and warrants that: (a) Customer holds all necessary rights, licences, and permissions to upload and process Customer Data through the Service; (b) the processing of Customer Data through the Service does not violate any applicable law, regulation, or third-party rights; (c) Customer will comply with all applicable laws in connection with its use of the Service, including export control and data protection laws; and (d) Customer will not use the Service in a manner that violates the Acceptable Use Policy or the Terms of Service.

7.4Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” SEISMIC SWIFT AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SEISMIC SWIFT AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT THE SERVICE WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS. THE AI INTERPRETATION OUTPUTS GENERATED BY THE SERVICE ARE PROVIDED FOR INFORMATIONAL PURPOSES AND MUST BE INDEPENDENTLY VERIFIED BY QUALIFIED GEOSCIENCE PROFESSIONALS BEFORE RELIANCE FOR OPERATIONAL, INVESTMENT, OR REGULATORY DECISIONS.

8.1TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS OR REVENUE; LOSS OF BUSINESS OR GOODWILL; LOSS OR CORRUPTION OF DATA; BUSINESS INTERRUPTION; COST OF REPLACEMENT GOODS OR SERVICES; OR LOSS OF ANTICIPATED SAVINGS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

8.2Aggregate Liability Cap. EXCEPT FOR: (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; (B) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6; (C) CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4; OR (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SEISMIC SWIFT AI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED THOUSAND UNITED STATES DOLLARS (USD $100,000).

8.3The aggregate liability cap in Section 8.2(I) (“12 months fees”) applies regardless of the number of claims, proceedings, or incidents in a given 12-month period. The existence of multiple claims shall not expand or multiply the liability cap.

8.4The limitations and exclusions of liability set forth in this Section 8 reflect a reasonable allocation of risk between sophisticated commercial parties and are a fundamental element of the basis of the bargain. They shall apply to all claims, whether based on warranty, contract, tort (including negligence and strict liability), statute, or any other legal or equitable theory, and whether or not such party has been advised of the possibility of such damages.

9.1Customer Indemnification. Customer shall defend, indemnify, and hold harmless Seismic Swift AI and its Affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) (“Losses”) arising out of or relating to: (a) Customer's or any Authorised User's use of the Service in violation of this Agreement; (b) Customer Data, including any third-party claim that Customer Data infringes intellectual property rights or violates privacy rights; (c) Customer's violation of applicable law or regulation; or (d) Customer's material breach of any representation, warranty, or obligation under this Agreement.

9.2Seismic Swift AI Indemnification. Seismic Swift AI shall defend, indemnify, and hold harmless Customer and its Affiliates, officers, directors, and employees from and against Losses arising from any third-party claim alleging that the Service, as used by Customer in material accordance with the Documentation and this Agreement, directly infringes any valid and enforceable United States patent, copyright, trademark, or trade secret. This indemnification does not apply to infringement claims arising from: (a) Customer's modification of the Service; (b) combination of the Service with third-party products or data not supplied or approved by Seismic Swift AI; (c) Customer's failure to implement corrections or workarounds provided by Seismic Swift AI; or (d) Customer Data.

9.3IP Infringement Remedies. If the Service is, or in Seismic Swift AI's reasonable opinion is likely to become, the subject of an infringement claim, Seismic Swift AI may, at its election and expense: (a) procure for Customer the right to continue using the Service; (b) modify the Service to make it non-infringing while preserving material functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected subscription and provide a pro-rated refund of prepaid fees for the remaining Subscription Term. The foregoing constitutes Customer's sole and exclusive remedy for any intellectual property infringement claim.

9.4Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party of the claim in writing (provided that failure to provide timely notice only relieves the indemnifying party of its obligations to the extent it is materially prejudiced thereby); (b) grant the indemnifying party sole control over the defence and settlement of the claim, subject to the indemnified party's right to approve any settlement that imposes obligations on or admits fault by the indemnified party; and (c) provide reasonable cooperation and assistance at the indemnifying party's expense.

10.1Seismic Swift AI shall maintain, at its own expense throughout the term of this Agreement, at minimum the following insurance coverages with financially sound and reputable insurers rated no less than A- VII by A.M. Best:

• a.Commercial General Liability: USD $2,000,000 per occurrence and USD $5,000,000 in the aggregate, covering bodily injury, property damage, personal injury, and advertising injury.
• b.Cyber Liability and Data Breach: USD $10,000,000 per occurrence, covering: network security and privacy liability; data breach costs (notification, credit monitoring, forensics); cyber extortion; regulatory defence and penalties; and business interruption arising from a cyber event. This coverage must include coverage for third-party data breach claims arising from Seismic Swift AI's processing of Customer Data.
• c.Errors and Omissions (Professional Liability): USD $5,000,000 per claim and in the aggregate, covering claims arising from negligent acts, errors, or omissions in the performance of professional services and the provision of software as a service.
• d.Workers' Compensation and Employers' Liability: As required by applicable law, with Employers' Liability limits of at least USD $1,000,000 per occurrence.

10.2Upon Customer's written request, Seismic Swift AI shall provide Customer with certificates of insurance evidencing the above coverages within fifteen (15) business days. Customer shall be named as an additional insured on Seismic Swift AI's Commercial General Liability and Cyber Liability policies.

10.3Seismic Swift AI's insurance policies shall: (a) provide that they may not be cancelled or materially changed without at least thirty (30) days' prior written notice to Customer; (b) be primary and non-contributory with respect to Customer's insurance; and (c) contain a waiver of subrogation in favour of Customer.

10.4The insurance requirements set forth in this Section 10 represent minimum coverages and do not limit or supersede Seismic Swift AI's obligations or liabilities under this Agreement.

11.1The collection, processing, storage, and transfer of personal data by Seismic Swift AI in connection with the Service are governed by the Data Processing Addendum (DPA), which is incorporated into this Agreement by reference. The DPA establishes the obligations of the parties as Controller and Processor respectively under the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other applicable data protection laws.

11.2Seismic Swift AI shall process personal data only in accordance with Customer's documented instructions, and for no other purpose. Seismic Swift AI shall implement and maintain the technical and organisational security measures described in the DPA.

11.3In the event of any conflict between this Section 11 and the DPA with respect to the processing of personal data, the DPA shall govern.

11.4Data Residency. Customer Data will be stored and processed in the Azure geographic region specified in the applicable Order Form. Seismic Swift AI shall not transfer Customer Data outside the designated region without Customer's prior written consent, except as required by applicable law.

12.1Agreement Term. This Agreement shall commence on the Effective Date and shall continue until all Order Forms executed hereunder have expired or been terminated, unless earlier terminated in accordance with this Section 12.

12.2Termination for Cause. Either party may terminate this Agreement or any Order Form upon thirty (30) days' written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within the thirty (30)-day notice period. Material breach by Customer includes, without limitation, failure to pay undisputed fees within thirty (30) days after the due date.

12.3Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent or is unable to pay its debts as they fall due; (b) makes a general assignment for the benefit of creditors; (c) files or has filed against it a petition in bankruptcy or insolvency that is not dismissed within sixty (60) days; or (d) has a receiver, trustee, or liquidator appointed for all or substantially all of its assets.

12.4Effect of Termination. Upon termination or expiration of this Agreement or any Order Form: (a) all licences granted to Customer under the affected Order Form shall immediately terminate; (b) Customer shall immediately cease all use of the Service; (c) Customer shall pay all outstanding undisputed fees through the date of termination; and (d) each party shall, at the other party's election, return or destroy all Confidential Information of the other party in its possession, subject to applicable legal retention requirements.

12.5Data Retrieval. For a period of thirty (30) days following the termination or expiration of an Order Form, Customer may request export of its Customer Data in a supported format. Following the conclusion of such period, Seismic Swift AI shall permanently delete all Customer Data associated with the terminated subscription in accordance with Section 11 of the DPA and shall issue a written deletion certificate.

12.6Survival. Sections 1, 5, 6, 7.4, 8, 9, 10, 12.4, 12.5, 13, 14, and any accrued payment obligations shall survive the expiration or termination of this Agreement for any reason.

13.1This Agreement and all disputes, claims, or controversies arising out of or relating to this Agreement or the breach, termination, validity, or interpretation thereof shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of law provisions or choice-of-law rules.

13.2The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to this Agreement and are expressly excluded.

13.3Subject to Section 14 (Dispute Resolution), each party irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas for the resolution of any dispute not subject to arbitration under this Agreement. Each party waives any objection to the laying of venue in, or the exercise of personal jurisdiction by, such courts.

14.1Escalation and Informal Resolution. Before initiating formal dispute resolution proceedings, the parties shall attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (“Dispute”) through a structured escalation process: (a) first, the parties' designated project contacts shall attempt resolution for fifteen (15) days; (b) if unresolved, the dispute shall be escalated to the parties' respective senior management representatives (VP level or above) for an additional thirty (30) days.

14.2Binding Arbitration. If the parties are unable to resolve a Dispute through informal escalation within the periods specified in Section 14.1, the Dispute shall be finally settled by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) pursuant to its Comprehensive Arbitration Rules and Procedures, as amended from time to time. The arbitration shall be: (a) conducted by a single arbitrator with experience in commercial technology contracts; (b) held in Houston, Texas (or by video conference if the parties agree); (c) conducted in the English language; (d) governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) to the extent applicable. The arbitrator's award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.

14.3Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO CONSOLIDATE OR JOIN THE CLAIMS OF DIFFERENT PERSONS OR ENTITIES INTO A SINGLE PROCEEDING.

14.4Emergency and Injunctive Relief. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from any court of competent jurisdiction, without bond requirement, to prevent irreparable harm to its intellectual property, confidential information, or other proprietary rights pending arbitration. The seeking of emergency relief shall not be deemed a waiver of any rights under this Section 14.

14.5Confidentiality of Arbitration. The arbitration proceedings, including all evidence, briefs, and awards, shall be confidential except to the extent necessary to seek enforcement of an award or as required by law or regulatory authority.

15.1Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond such party's reasonable control, including but not limited to: acts of God; earthquakes, floods, hurricanes, or other natural disasters; epidemics or pandemics declared by the World Health Organisation or applicable governmental authority; war, terrorism, insurrection, or civil unrest; governmental actions, embargoes, or sanctions; nationwide internet or telecommunications outages not attributable to the affected party's infrastructure; or labour strikes not involving the affected party's own employees (each, a “Force Majeure Event”).

15.2The party claiming a Force Majeure Event shall: (a) provide written notice to the other party within five (5) business days of the onset of the Force Majeure Event, describing the event and its expected duration and impact; (b) use commercially reasonable efforts to mitigate the impact of and overcome the Force Majeure Event; and (c) resume performance as soon as reasonably practicable following the cessation of the Force Majeure Event.

15.3If a Force Majeure Event affecting Seismic Swift AI's ability to provide the Service continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form upon written notice, and Seismic Swift AI shall provide a pro-rated refund of any prepaid fees for the period following the date of termination.

16.1Neither party may assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder without the other party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, that:

16.2Seismic Swift AI may assign this Agreement without Customer's consent to: (a) an Affiliate; (b) a successor entity in connection with a merger, acquisition, or corporate reorganisation; or (c) a purchaser of all or substantially all of Seismic Swift AI's assets related to the Service. Seismic Swift AI shall provide Customer with written notice of any such assignment within thirty (30) days.

16.3Customer may assign this Agreement without Seismic Swift AI's consent to: (a) a wholly-owned Affiliate, provided that Customer remains jointly and severally liable; or (b) a successor entity following a merger or acquisition of substantially all of Customer's business, subject to Seismic Swift AI's right to terminate if the acquiror is a direct competitor of Seismic Swift AI.

16.4Any purported assignment in violation of this Section 16 shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

17.1Entire Agreement. This Agreement, together with all Order Forms, Statements of Work, the Data Processing Addendum, the Service Level Agreement, the Privacy Policy, and the Acceptable Use Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, negotiations, and understandings, whether written or oral, relating to such subject matter.

17.2Amendments. No amendment to this Agreement shall be valid unless made in writing and signed by authorised representatives of both parties. Notwithstanding the foregoing, Seismic Swift AI may update the Privacy Policy, Acceptable Use Policy, and Documentation in accordance with the terms of those respective documents.

17.3Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorised representative of the waiving party to be effective, and no waiver shall be deemed a waiver of any subsequent breach.

17.4Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the parties.

17.5No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement shall create or be deemed to create any rights or remedies in any third party.

17.6Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.

17.7Notices. All notices required under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) nationally recognised overnight courier; (c) certified mail, return receipt requested; or (d) email with confirmation of receipt to the addresses specified in the applicable Order Form. Notices are effective upon receipt or, for email, upon confirmed delivery.

17.8Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and enforceable to the same extent as original signatures.

For questions about this Agreement, or to provide formal notices under this Agreement, please contact:

Questions? Contact legal@seismicswiftai.com