MAIN SERVICES AGREEMENT

Last Updated: March 5, 2026

The terms of this Main Services Agreement (“Agreement”) govern Customer’s and/or its Affiliates order and use of Services provided by Seismic Software, Inc. and/or the specified Affiliate in an Order Form (“Seismic”). By accepting this Agreement online, by executing an Order Form that references this Agreement, or by accessing or using paid or Trial Seismic Services, with or without an Order Form or an agreement, Customer agrees to the terms of this Agreement. The individual accepting this Agreement represents that they have the authority to bind the Customer to this Agreement. If the individual accepting this Agreement on Customer’s behalf does not have such authority, such individual must not accept this Agreement, and Customer and its Personnel may not access or use the Services. If the Parties have entered into a valid and binding separate agreement for the order and provision of Seismic Services (“Other Agreement”), then the terms of such Other Agreement shall prevail over any conflicting terms in this Agreement. This Agreement does not have to be signed in order to be binding on the Parties. Seismic and Customer are referred to individually as “Party” and collectively as the “Parties.” Except to the extent otherwise provided herein or in an Order Form, only the specific Seismic legal entity and Customer legal entity named in an Order Form shall be deemed to be the relevant Parties under such Order Form and subject to this Agreement. This Agreement is effective as of the Effective Date. Capitalized terms used in this Agreement have the meanings set forth below in Section 14 or where otherwise defined herein.

1. GENERAL

This Agreement sets forth the terms and conditions under which Customer may order, and Seismic may provide, certain Services in accordance with the terms of one or more Order Forms or SOWs executed by the Parties. Each Order Form and SOW is a separate contractual commitment. When used herein, the term “Agreement” means collectively the terms of this Agreement, incorporated and attached terms, schedules and appendices.

2. SEISMIC RESPONSIBILITIES

2.1 Provision of the Services. Seismic shall make available to Customer the Services ordered and paid for by Customer under an Order Form or SOW pursuant to the terms of this Agreement, the Documentation, and the relevant Order Forms or SOWs during the term specified therein (each, “Service Term”). Seismic shall (i) grant Customer a worldwide, limited-term, non-exclusive, non-transferable (except as expressly permitted in Section 13.1) non-sublicensable right during the relevant Service Term to allow its Users to access and use the Services solely for Customer’s internal business purposes; (ii) provide to Customer applicable Seismic standard Support Services; (iii) provide the Services in accordance with any applicable SLA; and (iv) provide the Services in accordance with Laws applicable to Seismic’s provision of the Services to its customers generally (i.e., without regard for Customer’s particular use of the Services or Laws applicable to Customer’s business). Seismic’s grant of rights under this Section 2.1 is subject to Customer’s and its Users’ compliance with the terms of this Agreement, the applicable Order Form or SOW, and the Documentation. Seismic’s provision of AI Technology shall be in accordance with the terms of the AI Addendum.

2.2 Protection of Customer Content. Seismic will maintain administrative, physical, and technical safeguards appropriate for the Services that are designed to protect the security, confidentiality and integrity of Customer Content, against unauthorized access to or disclosure of such content (other than by Customer and its Personnel). Such safeguards will align with security protocols that are further described in Seismic’s Information Security Addendum and with Seismic’s then-current third-party audit reports or certifications (“Audit Reports”). Seismic shall not materially diminish the safeguards provided by the relevant controls in accordance with Seismic’s then-current Audit Reports during an applicable Service Term. Upon Customer’s request no more frequently than once each twelve (12) months during a Service Term, Seismic shall provide Customer with evidence of Seismic’s then-current Audit Reports. To the extent that Seismic processes any personal data on Customer’s behalf in the provision of the Services, the terms of the DPA shall apply.

2.3 Trial. Customer’s access or use of any Trial Services or other offerings as a Trial are subject to the Trial Terms.

3. PURCHASING THROUGH A SEISMIC PARTNER

This Agreement is applicable to Customer’s order of the Services (i) directly from Seismic; (ii) indirectly through a Seismic Partner; or (iii) otherwise where Services are provisioned by Seismic. Orders of the Services through a Seismic Partner will be placed through a separate agreement or ordering instrument between Customer and such Seismic Partner (“Partner Order”), which shall address, as between Customer and Partner, any terms and conditions relating to the quantity of the Services ordered, fees, payment and taxes. The Partner Order is exclusively between Customer and the Seismic Partner and is not binding on Seismic or its Affiliates. Any disputes related to the Partner Order shall be handled directly between Customer and the relevant Seismic Partner. In the event of any conflict among this Agreement, a relevant Order Form, and a Partner Order, this Agreement or the Order Form, as the case may be, shall govern in all respects as between Seismic and Customer. A Customer’s access and use of the Services through a Partner Order are subject to the terms of this Agreement, as if they were ordered directly from Seismic.

4. USE OF THE SERVICES

4.1 Services. Unless otherwise provided in the Documentation, (i) the Services are ordered for the Service Terms, in the quantities and with the usage limits stated in the applicable Order Form or SOW (“Usage Limits”); and (ii) incremental quantities of and/or subscriptions for the Services ordered may be added during a Service Term in accordance with the Order Form terms. Seismic reserves the right to modify the Services and their respective features and functionality in any manner at any time during a Service Term, at its sole discretion; provided however, subject to the Third-Party Products and Customer Property Section below, that such modifications will not materially reduce the features or functionality of the Services during the relevant Service Term. Customer agrees that its orders of the Services are not contingent on the delivery of any future functionality, features, products or services, or dependent on any oral or written public comments made or information shared by Seismic regarding any future functionality, features, services or products.

4.2 Customer Responsibilities. Customer is responsible for all activities conducted under or through its and its Users’ access to and use of the Services, with or without Customer’s knowledge or consent. Without limiting the foregoing, Customer is responsible for (i) Customer’s and its Users’ compliance with this Agreement, the Documentation, all Order Forms and SOWs, the AUP and applicable Laws; (ii) the accuracy, quality and legality of Customer Content, and the means by which Customer and its Users acquire and use Customer Content with the Services; (iii) the interoperation between any Non-Seismic Products and the Services; and (iv) complying with terms of service of any Non-Seismic Products used or accessed by Customer. In the event of any use by Customer or its Users of the Services that is not in compliance with any of the foregoing and which, in Seismic’s sole judgment, threatens the security, integrity or availability of the Services, Third-Party Content, Seismic’s network, platform or systems or Customer Content, Seismic may immediately suspend Customer’s and its Users’ access to and use of the Services and maintain such suspension until Seismic determines, in its sole judgment, that the threat has been resolved. Seismic will use commercially reasonable efforts under the circumstances to provide Customer with notice of and an opportunity to remedy such non-compliance or threat prior to any such suspension.

4.3 Account Credentials. Customer is responsible for establishing, securing, and updating as necessary, login credentials, including login names and passwords for its Users to access the Services ("Account Credentials"). Account Credentials shall be granted to the respective individually named User and may not be concurrently shared among Customer Personnel. As between the Parties, Customer will be responsible for all User electronic communications, including those containing business information, Confidential Information, Customer Content, and all other data of any kind contained within emails or otherwise sent electronically through the Services or under a User’s account (“Electronic Communications”). Seismic is entitled to treat any Electronic Communications sent under Customer Account Credentials as having been sent by Customer. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Customer Account Credentials and the Services, and shall promptly notify Seismic, without undue delay, if Customer becomes aware of any such unauthorized access. Any and all actions taken by any Customer Personnel that access the Services using Customer Account Credentials shall be deemed Customer actions.

4.4 Usage Restrictions. Customer will not (and will not allow its Users or anyone else to) do any of the following: (i) access, use, copy or make the Services available to anyone other than its Users for Customer’s internal business purposes, unless expressly stated otherwise in an Order Form or SOW, or the Documentation; (ii) sell, resell, license, sublicense, distribute, grant rights to, rent, outsource, or lease the Services or content therein or Third-Party Content, in whole or in part; (iii) use the Services, Trials, or Non-Seismic Products to introduce, store or transmit: (A) infringing, libelous, or otherwise unlawful or tortious material; (B) material in violation of third-party privacy rights or the DPA; or (C) Malicious Elements; (iv) interfere with or disrupt the integrity or performance of the Services contained therein; (v) attempt to gain unauthorized access to the Services or Seismic systems or networks; (vi) permit direct or indirect access to or use of the Services in a way that circumvents any Usage Limits; (vii) use the Services to access, copy or use any Seismic intellectual property or Confidential Information, except as necessary to use the Services as expressly permitted under this Agreement, an Order Form or SOW, and the Documentation; (viii) modify, copy, or create derivative works of the Services, Third-Party Content, and respective intellectual property therein, or any part, feature, function or graphic thereof; (ix) remove, alter or fail to display any Brand Element of Seismic, its Affiliates, or Third-Party Content providers; (x) use the Services or APIs other than in compliance with all applicable Laws; (xi) upload, input or use the Services to store, transmit, process or display any data requiring specific regulatory certifications, compliance frameworks, or technical safeguards that Seismic has not expressly agreed in writing to support (including protected health information, payment card data requiring PCI DSS compliance, and/or other regulated data categories requiring specific platform certifications or controls); (xii) frame or mirror any part of the Services, other than framing on Customer’s own intranets or otherwise as expressly permitted in the Documentation; (xiii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services; or (xiv) access or use the Services, Seismic Confidential Information, or any intellectual property therein to build a competitive product, service or application or determine whether any of the Services or related functionality or features are within the scope of any patent.

4.5 Removal of Content. If Customer receives notice from Seismic or a third-party rights holder that Customer Content, Third-Party Content or a Non-Seismic Product may no longer be used with the Services or must be removed, modified and/or disabled to avoid violating applicable Laws, third-party rights, or the AUP, Customer will promptly comply with all such requests, without undue delay. Seismic may, in its sole discretion, remove, delete, or disable access to the applicable Services, functionality, features, Customer Content, Third-Party Content, and/or Non-Seismic Products if: (i) Customer fails to take the actions required above; (ii) Seismic determines that it must act before Customer takes the actions required above; or (iii) such content or materials pose a continuing violation. Seismic shall have no liability to Customer for any such action, including any resulting Services disruption or failure to meet applicable SLA terms. If requested in writing by Seismic, Customer shall confirm in writing Customer’s compliance with the Seismic or third-party requests as described herein, and Seismic shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. Customer acknowledges and agrees that Seismic is not under any obligation to monitor or review Customer’s Customer Content or Non-Seismic Products or use thereof.

4.6 Professional Services. If Customer orders Professional Services to be provided by Seismic, the Parties will execute a separate SOW describing such services. All SOWs shall be subject to the terms of this Agreement. Any changes to an SOW must be made under a written change order executed by an authorized representative of each Party.

4.7 Customer Affiliate Orders. Customer Affiliates may order the Services by executing an Order Form and/or SOW that incorporate by reference the terms of this Agreement (“Affiliate Orders”). In each such case of an Affiliate Order, all references in this Agreement to “Customer” shall be deemed to refer to such Customer Affiliate for purposes of such Affiliate Orders or SOWs. The terms of this Agreement may not be amended by an Affiliate, except as they specifically apply to their own Order Form or SOW and as are expressly agreed to in writing by an authorized Seismic representative.

4.8 Users. The use of the term “Users” and Customer’s “Personnel,” where appropriate under this Agreement, Order Forms and SOWs, will be deemed to include any Personnel of Customer’s Affiliates that access or use the Services. Except for Customer Affiliate Personnel using the Services under an Affiliate Order (as provided in Section 4.7), Customer is solely responsible for (i) all acts and omissions of its and its Affiliates’ Personnel that access or use the Services or the Account Credentials, as though they were those of Customer; and (ii) the compliance of all such Personnel with the terms of this Agreement, the relevant Order Forms and SOWs, and the Documentation.

4.9 Data Retrieval and Deletion. During the Service Term and for a period of thirty (30) calendar days after its expiration or earlier termination ("Retrieval Period"), Customer may, at no additional cost, export Customer Content on a self-service basis using the tools and export formats provided in the Services, except for Customer Content that: (i) has previously been deleted by Customer; (ii) has been deleted in accordance with this Agreement or the Documentation; or (iii) is legally restricted. After such Retrieval Period, Seismic will have no obligation to maintain or provide any Customer Content to Customer and will securely delete Customer Content in accordance with Seismic’s standard deletion procedures and applicable Laws. Upon Customer request, Seismic will provide Customer with a certificate of deletion. Notwithstanding the foregoing, in compliance with applicable Laws and the confidentiality terms of this Agreement, Seismic may retain Customer Content: (i) where required by applicable Laws or by the Customer in an Order Form or under this Agreement; (ii) for archival, audit, security incident, disaster recovery, indemnity obligations, legal or regulatory purposes; (iii) in documentation used to demonstrate the orderly processing of personal data under the DPA; and (iv) in a record of the deletion request and the minimum data necessary for the limited purpose of maintaining a record of compliance with the request.

5. NON-SEISMIC PRODUCTS AND CUSTOMER PROPERTY

5.1 Non-Seismic Products. Customer may, at its sole discretion, choose to use Non-Seismic Products in connection with the Services. Seismic makes no warranties regarding, is not liable or responsible for, and provides no support for Non-Seismic Products, regardless of whether such Non-Seismic Products are (i) offered through a Marketplace, (ii) designated as "certified" or approved, (iii) resold by Seismic, or (iv) otherwise endorsed by Seismic. Seismic does not license any intellectual property to Customer as part of or relating to any Non-Seismic Products. The Non-Seismic Products may present Customer with its own privacy policy or require Customer to accept their terms before Customer can install or use such products. Customer should review the service and use terms and privacy policies of such non-Seismic Products before acquiring, using, requesting, or linking Customer’s Seismic account and Services to any such Non-Seismic Products. Terms and policies of the Non-Seismic Product do not modify the terms of this Agreement.

5.2 Customer Property. Customer is solely responsible for obtaining, providing, configuring, managing, securing, ensuring compatibility of, upgrading, supporting, maintaining and paying for any and all Customer Property necessary, required or used to access and use the Services. Seismic shall have no responsibility for procuring, providing, paying for, monitoring, maintaining, upgrading, supporting, or ensuring compatibility of the Services with Customer Property.

5.3 Customer Responsibility. Customer is solely responsible for its relationship with any and all Non-Seismic Product or other Customer Property providers, including any communications, exchanges and transmission of data therewith. Seismic has no responsibility for any disclosure, modification, security breach, or deletion of Customer Content or Customer Confidential Information, or for any degradation, failure or unavailability of the Services or the SLA to the extent that it results from Customer Property or Customer's use of or integration of the Services with Non-Seismic Products. Any such failures, degradation or unavailability shall not entitle Customer to any refund, credit, other compensation, or right to terminate this Agreement, an Order Form or an SOW. Seismic shall not be liable for any damages or losses caused by or in connection with (i) Customer’s enablement, access or use of any Non-Seismic Products or Customer Property; (ii) any acts or omissions of any such Non-Seismic Product or Customer Property provider, including where such acts or omissions impact Customer’s use of the Services; or (iii) the respective interoperation of any Non-Seismic Products or Customer Property with the Services, including Customer’s reliance on the privacy practices, data security practices or other policies of any Non-Seismic Product or Customer Property provider.

6. PROPRIETARY RIGHTS AND LICENSES

6.1 Seismic Reservation of Rights. Subject to the limited rights expressly granted hereunder, Seismic, its Affiliates, and their respective licensors reserve all of their respective rights, title and interests in and to the Services and Third-Party Content, as applicable, including all of the content and related intellectual property rights therein. No rights are granted to Customer, its Affiliates or their respective Personnel under this Agreement, any Order Form or any SOW, other than as expressly set forth in this Agreement. For the avoidance of doubt, unless specified otherwise on an Order Form, the Services are provided on a subscription basis, and the terms of this Agreement, any Order Form and any SOW do not constitute a sale of goods.

6.2 Customer Reservation of Rights. As between Customer and Seismic, Customer, its Affiliates, and their respective licensors reserve all of their respective rights, title and interests in and to its Customer Content and Customer Confidential Information, including all of the related intellectual property rights therein. Customer grants Seismic, its Affiliates and their respective Personnel, third-party licensors and sub-processors a worldwide, limited-term license to host, copy, use, transmit, display and otherwise process Customer Content, Customer Confidential Information and any Non-Seismic Products, each as strictly necessary for Seismic to provide, operate and support the Services in accordance with this Agreement, the Order Forms, SOWs, and the Documentation. If Customer chooses to use Non-Seismic Products with the Services, Customer grants Seismic permission to allow the Non-Seismic Products and their respective providers to access Customer Content and information about Customer’s usage of the Non-Seismic Products as necessary for the interoperation of such Non-Seismic Products with the Services. Subject to the limited licenses granted herein, Seismic acquires no right, title or interest from Customer or its licensors under this Agreement, any Order Form or any SOW, in or to any Customer Content or Customer Confidential Information.

6.3 Feedback. Customer grants to Seismic and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, sublicense, commercialize, and incorporate into its Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or its Personnel relating to the operation or use of the Services (“Feedback”), provided that such Feedback does not identify Customer, its Affiliates, or their respective Personnel or include any Customer Content. Seismic will have no obligation to use Feedback, including to make any Improvement, and Customer will have no obligation to provide Feedback.

6.4 Usage Data. Seismic owns and shall retain all rights, title and interests in the statistical, diagnostic and other usage data and output derived by or on behalf of Seismic from the operation and support of the Services, and provision of the Services to Customer, including data regarding applications utilized, configurations, log data, user interaction data, platform analytics, and performance data for the Services (collectively, “Usage Data”). Nothing in this Agreement shall be construed as prohibiting Seismic, its Affiliates, and their respective Personnel and third-party licensors from using the Usage Data for any purpose, provided that (i) to the extent Usage Data includes any data identifiable to Customer or its Personnel, Seismic shall anonymize and aggregate such data before using it; and (ii) such data shall not contain Customer Content. For avoidance of doubt, Customer Content does not include and is not Usage Data, and once anonymized and/or aggregated, as applicable, such Usage Data shall no longer be considered Customer Confidential Information.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information. “Confidential Information” shall mean all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) prior to or after the Effective Date in writing, orally, electronically or retained in memory, that is not generally known to the public and 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 information relating to finances, business and marketing proposals, branding strategies, creative designs, technical data, web designs, trade secrets and know-how, research, product plans, present and prospective services and products and content therein, service and product pricing and discounts, technical and security information, third-party audit reports, testing and certifications, software, programming techniques, algorithms, suppliers/vendors, past, present and prospective customers or clients, market developments, inventions, processes, technology, designs, drawings, engineering, apparatus, techniques, hardware configuration information, documentation, marketing, forecasts, business strategy, Seismic responses to any Customer questionnaires, RFPs, RFI or similar documents. Confidential Information does not include, and shall cease to include, information or materials that Receiving Party can demonstrate (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party by the Receiving Party without knowledge of any breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

7.2 Protection of Confidential Information. The Receiving Party agrees to protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than a reasonable standard of care. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, without the Disclosing Party’s prior express written consent. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its and its Affiliates’ respective Personnel and Non-Seismic Product providers that have entered into a binding agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to undertake a Party’s obligations under this Agreement. The Receiving Party shall be fully responsible for any noncompliance by such Personnel and such providers, except that Seismic shall not be responsible for any actions of the Non-Seismic Product providers. Notwithstanding the foregoing, a Party may disclose the existence and material terms of this Agreement and relevant Order Forms for due diligence purposes in connection with a financing, merger, acquisition, or sale of assets to third parties under confidentiality obligations materially as protective as those set forth in this Agreement. For clarity, personal data included in Customer Confidential Information shall be governed solely by and subject to, the terms of the DPA.

7.3 Compelled Disclosures. The obligations set forth above do not apply to Confidential Information that the Receiving Party is compelled to disclose pursuant to a court order or governmental requirement, provided that: (i) the Receiving Party promptly notifies the Disclosing Party of such compelled disclosure; (ii) the Receiving Party limits its disclosure to the minimum extent required; and (iii) the Disclosing Party is afforded a reasonable opportunity to seek a protective order or other appropriate remedy to prevent or restrict such disclosure.

8. FEES AND PAYMENT

8.1 Fees. Customer agrees to pay all fees specified in each applicable Order Form or SOW (“Fees”). Unless otherwise specified in an Order Form or SOW, Seismic will invoice Fees in U.S. dollars for the Services annually in advance of the start date of the applicable Service Term, and invoiced Fees are due within thirty (30) days from the date of Customer’s receipt of each invoice, which shall be deemed to be the date sent by Seismic’s electronic invoicing system (“Due Date”). The Customer is responsible for providing and updating complete and accurate billing and contact information to Seismic and for promptly providing a purchase order (“PO”), when applicable; any Customer delay in providing correct or updated billing information or a PO will not extend the Due Date. Except as otherwise expressly provided in this Agreement, a relevant Order Form or an SOW: (i) all Fees paid by Customer are non-refundable; (ii) Customer’s order commitments and payment obligations under all Order Forms (including for future Service Terms under a multi-year Order Form) and SOWs are non-cancellable; and (iii) quantities of the Services ordered under an Order Form may not be decreased during a Service Term. If any invoiced Fees (excluding Disputed Fees) are not received by Seismic by the Due Date, then without limiting Seismic’s rights or remedies: (i) Seismic reserves the right to, upon fifteen (15) days prior notice to Customer, suspend the Services relating to the unpaid Fees until such Fees are paid in full; (ii) those unpaid Fees may accrue late interest at the lower of the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by applicable Laws; and/or (iii) Seismic may condition future Services renewals and Order Forms on shorter payment terms.

8.2 Disputed Fees. Customer may withhold from its Fees payment any amount disputed by Customer in good faith (“Disputed Fees”) pending resolution of such dispute, provided that Customer: (i) notifies Seismic promptly of the relevant Disputed Fees prior to the Due Date, specifying in such notice the amount of and reason for such Disputed Fees in sufficient detail to facilitate investigation by Seismic; (ii) makes payment of all undisputed Fees by the Due Date; (iii) works diligently with Seismic to promptly resolve the dispute; and (iv) promptly pays all amounts that are determined by Seismic to be payable by resolution of the Disputed Fees.

8.3 Taxes. Fees are exclusive of all applicable taxes and Customer is responsible for the payment of all taxes that may now or in the future be assessable by any jurisdiction associated with Customer’s purchase of or use of the Services (other than taxes based on Seismic’s net income or property). Except as otherwise expressly required by applicable Laws, Customer will not withhold from or otherwise reduce the Fees paid to Seismic hereunder on account of any such taxes.

9. TERMINATION

9.1 Term of this Agreement. This Agreement commences on the Effective Date and continues until all Order Forms and SOWs between the Parties have expired or have been otherwise terminated in accordance with this Agreement.

9.2 Service Term. The Service Term of each Service ordered by Customer shall be specified in the relevant Order Form or SOW, as applicable.

9.3 Termination for Material Breach. In addition to any other remedies it may have, either Party may terminate this Agreement, effective upon thirty (30) days’ prior notice to the other Party specifying with adequate detail the breach and a termination date (“Breach Notice”), in the event the other Party commits a breach of a material term of this Agreement and such breach is not cured within thirty (30) days of such Breach Notice (or within fifteen (15) days in the case of Customer nonpayment of Fees) (“Material Breach”). In the event that this Agreement is terminated by Customer due to an uncured Seismic Material Breach pursuant to this Section 9.3, Seismic will refund to Customer a pro-rata portion of any prepaid and unused: (i) Fees for the specific Services directly rendered unavailable as a result of such Material Breach, calculated from the effective termination date through the end of the applicable Service Term; and (ii) Professional Services Fees for Services not yet delivered as of the effective termination date. For the avoidance of doubt, in the event of termination by the Customer for a Seismic Material Breach as permitted under this Section 9.3, Customer remains obligated to pay all Fees for Services provided through the effective date of termination. For clarity, a breach or termination of any SOW shall not be deemed a breach or termination of this Agreement or any Order Form.

9.4 Termination for Bankruptcy. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, which are not dismissed within ninety (90) days.

9.5 Effect of Termination. Upon expiration or earlier termination of this Agreement for any reason, (i) all rights, licenses and subscriptions granted by Seismic to Customer will immediately terminate as of the termination date; (ii) Customer and its Users will immediately cease using the relevant Services and Seismic Confidential Information; and (iii) except as otherwise expressly provided in Section 9.3, all Fees due under SOWs and Order Forms between the Parties (including future invoices in a multi-year Order Form) shall become immediately due and payable. Except as expressly provided under Section 9.3, termination for any reason does not relieve Customer of Fees payment obligations under any SOW or Order Form.

10. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

10.1 Representations. Each Party represents that: (i) it has validly entered into this Agreement and has the corporate and legal power to do so; and (ii) the Party’s Personnel signing this Agreement, each SOW and each Order Form have authority to bind the respective Party to such instruments and no additional consents or authorizations are required to bind such Party.

10.2 Seismic Warranties. Seismic warrants that, during an applicable Service Term: (i) the Services provided to Customer will perform materially in accordance with the applicable Documentation; and (ii) Seismic will employ then-current, industry-standard measures designed to test the Services to detect and remediate Malicious Elements designed to negatively impact the operation or performance of the Services. The warranties set forth in this Section 10.2 shall apply to fully-paid Services that have been used by Customer in accordance with the Documentation, this Agreement and applicable Laws.

10.3 Customer Warranties. Customer warrants that (i) it owns or otherwise has the right to use and permit Seismic to use the Customer Content and Non-Seismic Products without violation of the rights of any third party; and (ii) its use of the Services, including its use of Customer Content, Customer input to the Services, and/or all results, output or information derived or created therefrom, will comply with all applicable Laws.

10.4 DISCLAIMERS. CUSTOMER RESPONSIBILITY

10.4.1. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 10.1 AND 10.2 ABOVE (I) THE SERVICES, APIS, SUPPORT SERVICES, TRIAL OFFERINGS, THIRD-PARTY CONTENT, AND OTHER PRODUCTS, SERVICES, FEATURES AND FUNCTIONALITY PROVIDED BY SEISMIC, ITS AFFILIATES AND THEIR RESPECTIVE THIRD-PARTY LICENSORS (COLLECTIVELY, “OFFERINGS”) TO CUSTOMER ARE PROVIDED “AS IS;” AND (II) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, SEISMIC AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, COVENANTS, REPRESENTATIONS, INDEMNITIES (OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 11.1) AND GUARANTEES, OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ABOUT OR RELATING TO THE OFFERINGS, INCLUDING, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, QUALITY, ACCURACY, TRANSLATION OR LOCALIZATION, TITLE, AND NONINFRINGEMENT. SEISMIC AND ITS AFFILIATES ALSO DO NOT (I) WARRANT THAT THE OFFERINGS WILL BE UNINTERRUPTED, ERROR FREE, FREE FROM DATA LOSS, OR FREE FROM MALICIOUS ELEMENTS; (II) MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE OFFERINGS; (III) WARRANT OR SUPPORT NON-SEISMIC PRODUCTS OR OTHER PRODUCTS OR SERVICES NOT PROVIDED BY SEISMIC, WHETHER OR NOT THEY ARE RESOLD, RECOMMENDED OR ENDORSED BY SEISMIC, DESIGNATED BY SEISMIC AS “CERTIFIED” OR “APPROVED,” OR INCLUDED IN THE SERVICES; AND (IV) REPRESENT OR GUARANTEE THAT THE OFFERINGS WILL FUNCTION OR INTEGRATE WITH CUSTOMER PROPERTY OR ANY NON-SEISMIC PRODUCTS.

10.4.2 CUSTOMER RESPONSIBILITY FOR USE. CUSTOMER IS SOLELY RESPONSIBLE FOR, AND AGREES THAT SEISMIC SHALL HAVE NO LIABILITY FOR, ANY DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER AS A RESULT OF CUSTOMER’S USE OF THE SERVICES, FEATURES AND FUNCTIONALITY, OUTPUT, ARTIFACTS OR INFORMATION PROVIDED, DEVELOPED OR GENERATED FROM CUSTOMER’S USE OF THE SERVICES (COLLECTIVELY, “RESULTS”), OR CUSTOMER’S INTERPRETATION OF SUCH RESULTS. IN PARTICULAR, BUT WITHOUT LIMITATION, CUSTOMER ACKNOWLEDGES AND AGREES THAT (I) NONE OF THE RESULTS CONSTITUTES ANY FORM OF ADVICE (LEGAL, FINANCIAL, EMPLOYMENT OR OTHERWISE), RECOMMENDATION, REPRESENTATION, OR ENDORSEMENT, (II) NONE OF THE RESULTS OR SERVICES SHOULD BE RELIED UPON BY CUSTOMER OR ANY OF ITS PERSONNEL FOR ANY REASON, INCLUDING IN CONNECTION WITH ANY EMPLOYEE OR PERSONNEL DECISION, AND (III) IF CUSTOMER’S USE OF THE SERVICES IS SUBJECT TO ANY REGULATORY OR OTHER LEGAL OBLIGATIONS, CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS CONFIGURATION AND USE OF THE SERVICES, SETTINGS, OUTPUTS AND RESULTS COMPLY WITH ALL BEST PRACTICES AND APPLICABLE LAWS.

11. INDEMNIFICATION

11.1 Seismic Indemnity. Subject to Section 11.3 below, Seismic will defend Customer from, or settle, any Claim made or brought against Customer to the extent alleging that a particular Service, as provided by Seismic to Customer under this Agreement, infringes the copyright, patent or trademark, or misappropriates the trade secret of such third party (each an “Infringement Claim”), and will indemnify Customer from all Losses paid to a third party in the defense and/or settlement of an Infringement Claim. In the event of any such Infringement Claim, Seismic may, at its option: (i) obtain the right to permit Customer to continue using such Service; (ii) modify or replace, within a reasonable period of time, the relevant portion(s) of such Service with a non-infringing alternative having substantially equivalent performance; or (iii) terminate the portion(s) of the applicable Order Form corresponding to the infringing Service and provide a pro-rata refund of any prepaid and unused subscription Fees for such infringing Service. Notwithstanding the foregoing, Seismic will have no liability, and the above defense and indemnification obligations do not apply, for any Infringement Claim of any kind to the extent that it results from: (i) modifications to the Services made by a party other than Seismic; (ii) the combination of the Services with other products, processes or technologies (where the infringement would have been avoided but for such combination); (iii) the Services provided under a Trial or an Order Form for which there is no charge or Fees; (iv) Customer Content, Third-Party Content, Non-Seismic Products or Customer’s breach of this Agreement, the Documentation, an Order Form or an SOW; (v) Customer’s continued use of the Services after notification by Seismic that the Services or such use may be infringing; or (vi) Customer’s failure to timely implement any updates, modifications, corrections, or enhancements to the Services made available by Seismic. The indemnification obligations set forth in this Section 11.1 are Seismic’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to the subject matter giving rise to any Claim described in this Section.

11.2 Customer Indemnity. Subject to Section 11.3 below, Customer will defend Seismic from, or settle, any Claim made or brought against Seismic or its Affiliates arising out of: (i) Customer Content or use of Customer Content with the Services; (ii) Customer’s use of the Services in violation of applicable Laws, third-party rights, an Order Form, an SOW or this Agreement; and (iii) Customer’s use of Non-Seismic Products, and will indemnify Seismic from all Losses paid to a third party in the defense and/or settlement of such Claims. The indemnification obligations set forth in this Section 11.2 are Customer’s sole and exclusive obligations, and Seismic’s sole and exclusive remedies, with respect to the subject matter giving rise to any Claim described in this Section.

11.3 Indemnification Conditions. The obligations under Sections 11.1 and 11.2 are conditioned upon the Party seeking indemnification (“Indemnitee”) providing the indemnifying Party (“Indemnitor”) the following: (i) prompt written notification, without undue delay, of each potential Claim for which the Indemnitee intends to seek indemnity; (ii) reasonable assistance, at the Indemnitor's request and expense, in the defense and settlement of each Claim; and (iii) sole control of the defense and settlement of each Claim, provided that the Indemnitee may participate in the defense of the Claim at its sole expense and any settlement by the Indemnitor does not include an admission of liability or otherwise impose any material obligation on the Indemnitee. The Indemnitor will not be responsible for any settlement agreed to by the Indemnitee that is not pre-approved in writing by the Indemnitor.

12. DISCLAIMERS. LIMITATION OF LIABILITY

12.1 DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR SEISMIC’S THIRD-PARTY PROVIDERS OR LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, ORDER FORMS, OR SOWS FOR (I) ANY ACTUAL OR ANTICIPATED LOST BUSINESS, SALES, DATA, PROFITS, REVENUES, OR GOODWILL; (II) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES; OR (III) COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, IN EACH OF THE FOREGOING CASES WHETHER AN ACTION IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANOTHER THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS.

12.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED AN AMOUNT EQUIVALENT TO THE TOTAL AMOUNT PAID BY CUSTOMER TO SEISMIC FOR THE RELEVANT SERVICES UNDER THE APPLICABLE ORDER FORM OR SOW GIVING RISE TO THE LIABILITY IN THE TWELVE (12)-MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE (“LIABILITY CAP”). THE FOREGOING LIABILITY CAP SHALL NOT APPLY TO: (I) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (II) CUSTOMER’S BREACH OF SECTION 4.4; (III) DAMAGES TO THE EXTENT CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (IV) CUSTOMER’S PAYMENT OBLIGATIONS. THE LIMITATIONS ON LIABILITY IN THIS SECTION 12 ARE CUMULATIVE AND NOT PER INCIDENT AND WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND WHETHER AN ACTION IS IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY.

12.3 Direct Damages. Subject to Section 12.2, (i) damages arising from Customer’s material breach of the AUP, and (ii) regulatory fines and penalties imposed by a governmental authority and actually paid by Customer as a direct result of Seismic’s breach of the DPA, shall be deemed direct damages.

13. GENERAL

13.1 Assignment. Neither Party may assign, transfer, or sublicense this Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement without consent to a successor entity in connection with an asset sale, merger, change of control, reorganization, or operation of law, provided that the successor (i) has sufficient net worth to meet any potential liability under this Agreement and all outstanding Order Forms and (ii) assumes all liabilities, responsibilities, and obligations of the assigning Party. Customer may not assign this Agreement to a direct competitor of Seismic without the prior express written consent of an authorized Seismic signatory. Any other attempted assignment, transfer, or sublicense shall be void. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. For clarity, nothing in this Section 13.1 is intended to limit or prevent Seismic from utilizing or assigning to Contractors any of Seismic’s obligations in the ordinary course of carrying out its business and/or the provision of the Services to its customers.

13.2 Export Compliance. Each Party represents that it, and its Personnel, are not named on, or the target or subject of, any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities. Customer will not permit any User to access or use the Services in any manner that would cause any party to violate any U.S. or international embargo, export control Law, or prohibition.

13.3 Anti-Corruption.Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Seismic Personnel in connection with the Agreement or an Order Form. Each party agrees to comply with all applicable laws relating to anti-bribery and anti-corruption, including the U.S. Foreign Corrupt Practices Act. If a party learns of any violation of the above Laws, it will use reasonable efforts to promptly notify the other Party, without undue delay.

13.4 Relationship. No Third-Party Beneficiaries. No agency, partnership, joint venture, or employment, whether express or implied, is created as a result of this Agreement, an Order Form or an SOW, and neither Party has any authority of any kind to bind the other Party in any respect whatsoever. Neither Party is authorized as an agent or representative of the other Party. Each Party shall each be fully and solely responsible for the acts, omissions, compensation and performance of all of its Personnel. A person or entity that is not a party to this Agreement, the Order Forms or SOWs is not a third-party beneficiary thereof and has no rights thereunder under the UK Contracts (Rights of Third Parties) Act 1999.

13.5 Notices. Except as otherwise expressly specified in this Agreement, all notices required, permitted or contemplated under this Agreement shall be in writing, in the English language, and will be deemed to have been duly delivered (i) when receipt is electronically confirmed, if transmitted by e-mail; (ii) the business day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (iii) upon receipt, if sent by certified or registered mail, return receipt requested. Notices of alleged breach, dispute, lawsuit, indemnification claim, termination and any other legal notice (“Legal Notices”), shall clearly be identifiable as Legal Notices, and must also be accompanied by duplicate notice sent via commercial overnight delivery. Notices to Seismic must be sent to Seismic, “Attention Legal Department,” 11455 El Camino Real, Suite 350, San Diego, California 92130, with a copy to legal@seismic.com. Notice to Customer must be sent to the contact information listed on the most recent Customer Order Form.

13.6 Insurance. Seismic has and will maintain adequate levels of insurance for its business and its Services, aligned with industry standards. Upon Customer’s request to Seismic, no more frequently than once every twelve months, Seismic will promptly provide to Customer a certificate of insurance.

13.7 Force Majeure. If the performance of this Agreement or any obligation hereunder by one Party (excluding Customer payment obligations) is prevented or restricted by reasons beyond the reasonable control of such Party including computer related attacks, hacking, Non-Seismic Products, acts of the other Party, environmental disasters, epidemics, pandemics, acts of terrorism, the Party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.

13.8 Governing Law. This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law provisions or to the United Nations Convention on Contracts for the International Sale of Goods, all of which are specifically disclaimed. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the Superior Court of the State of California, San Diego County, and/or if applicable the United States District Court located in the Southern District of California.

13.9 JURY TRIAL WAIVER. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR CLAIM RELATED TO OR ARISING OUT OF THE AGREEMENT, AN ORDER FORM AND/OR AN SOW. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT, EACH ORDER FORM AND SOW.

13.10 Severability. If any provision, in whole or in part, of this Agreement is determined to be unenforceable or invalid by a court of competent jurisdiction, any such unenforceable provision, or portion thereof, will be deemed revised in order to provide the Party adversely affected by such determination with the benefit of its expectation, to the maximum extent permitted by applicable Laws. In such a case, the remainder of such provision and/or the remaining provisions of this Agreement will remain in full force and effect.

13.11 Cause of Action. Neither Party may institute an action in any form arising out of or in connection with this Agreement more than seven hundred thirty (730) calendar days after the first date the cause of action has arisen, except where this limitation cannot be imposed by applicable Laws.

13.12 Remedies. Each Party acknowledges that any breach of a Party’s intellectual property rights or the confidentiality obligations under this Agreement could result in serious and irreparable injury to the other Party, for which such Party may not be adequately compensated by monetary damages alone. Each Party agrees, therefore, that, in addition to any other remedy it may have, a Party shall be entitled to seek injunctive relief (including temporary restraining orders, preliminary or permanent injunctions), specific performance of the terms of this Agreement by the other Party and/or any other equitable remedies, without the necessity of proving actual damages or the posting of a bond or other security. No right or remedy conferred by this Agreement is exclusive of any other right or remedy conferred herein, or by law or in equity; any and all such rights and remedies are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time.

13.13 Survival. Any provision of this Agreement or an Order Form that contemplates performance or observance subsequent to a termination date or expiration, including the sections relating to “Confidentiality,” “Proprietary Rights and Licenses,” “Fees and Payment,” “Disclaimers,” “Limitation of Liability,” “Indemnification,” and “Termination,” irrespective of actual Section title names, shall survive any expiration or termination of this Agreement, to the fullest extent necessary to give effect to such term.

13.14 Entire Agreement. This Agreement, together with the Order Forms and SOWs between Seismic and Customer, constitute the entire agreement between the parties regarding Customer’s use of the Services and supersede all prior and contemporaneous, written or oral agreements, proposals, quotes, communications, understandings and representations, including any non-disclosure agreement(s), concerning its subject matter. Any and all oral, digital or written term, condition, provision, representation or information in any other instrument, writing or document, excluding those provided herein, and including those terms and responses in an RFP/RFI/RFQ, security questionnaire or a Customer PO (collectively, “Variations”) are hereby expressly disclaimed and shall not be deemed to modify, alter or expand the rights, duties or obligations of the Parties under, or otherwise be considered a part of this Agreement, Order Forms or SOWs, regardless of any failure of a Party to object to any Variation, unless it has been expressly agreed to in writing by an authorized representative of each Party.

13.15 Order of Precedence. This Agreement, Order Forms, SOWs and any other incorporated materials are to be read and interpreted so that any and all of the provisions are: (i) given as full effect as possible; and (ii) consistent and complementary. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) the applicable Order Form, (ii) the applicable SOW; (iii) this Agreement; and (iv) the Documentation; provided, however, (A) the terms of the DPA shall control over the terms of this Agreement and all Order Forms with respect to Customer personal data; and (B) the Trial Terms shall control over the terms of this Agreement and Order Forms with respect to Trials.

13.16 Waiver and Severability. No waiver, failure or delay by either Party in exercising any right or remedy under this Agreement will (i) constitute a waiver of that right, unless it is in a writing executed by the Party charged with the waiver, or (ii) constitute a waiver of a subsequent breach, whether of the same nature. All waivers shall be strictly construed.

13.17 Interpretation

13.17.1 Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. The words “day” and “year” mean, respectively, calendar day and year, unless specified otherwise. The word “including” means “including, without limitation.” The terms defined herein include the plural, singular, and derivatives of such terms. Any ambiguities in the terms of this Agreement, an Order Form, an SOW, and all other documents or terms incorporated herein by reference will not be construed against the drafter of such terms or the language concerned, but will be resolved fairly by applying the most reasonable interpretation under the circumstances, considering the intentions of the Parties at the time of contracting. To the extent that any provision of this Agreement imposes obligations, restrictions, or standards that are more stringent than those set forth in any other agreement, policy, or instrument between the Parties (or any schedule, exhibit, or addendum hereto), such more stringent provision shall not be deemed to be in conflict with the less stringent provision. In such event, the more stringent provision shall prevail and govern to the extent of the apparent inconsistency, and the less stringent provision shall remain in full force and effect in all other respects.

13.17.2 This Agreement, Order Forms, SOWs and all other incorporated terms (“Transaction Documents”) are prepared in the English language and each Party acknowledges that it fully understands the language and the content of such Transaction Documents. Each Party agrees that it will not use any provision of any laws, including those relating to the language of contracts to invalidate any of such Transaction Documents. Any version of the Transaction Documents made available by Seismic, or which Customer might independently prepare (with or without Seismic’s knowledge) in any language other than English is for Customer’s convenience only. Customer acknowledges and agrees that the English version of the Transaction Documents is the legally binding and controlling version of such instruments.

13.18 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be original, but all of which when taken together will constitute one and the same Agreement.

14. DEFINITIONS

14.1 General. Capitalized terms used herein will have their normal or common meaning, except that, in addition to terms defined in other Sections of this Agreement, the following terms will have the following meanings.

14.2 "Acceptable Use Policy” or “AUP” means the Seismic Acceptable Use Policy that applies to Customer’s and its Users’ access to and use of any Services and Trials provided by Seismic or its Affiliates.

14.3 "Affiliate” means, with respect to each Party, any entity that is controlled by, controls, or is under common control with such Party, where “control” means the power to direct or cause the direction of the management and policies of an entity or corporate person, whether through the ownership of voting securities, by contract, or otherwise.

14.4 "AI Addendum” means the AI Addendum of specific terms that govern Seismic’s provision and Customer’s use of AI Technology in connection with the Services, terms of which are hereby incorporated by reference.

14.5 "AI Technology" means any Seismic technology, systems, features or functionality that (i) generates or enables the generation of content in response to inputs and (ii) is, includes, uses, or is otherwise powered by using large language models or any computer system and/or software and/or machine learning that can perform tasks typically requiring human intelligence, such as visual perception, speech recognition, decision-making, natural language understanding, and identifying patterns or relationships in a dataset, which are embedded, enabled or otherwise made part of or available by Seismic through, in or in connection with the Services.

14.6 "API” means an application programming interface and related documentation, endpoints and embeddable applications made available by Seismic to Customer, subject to the API Special Terms.

14.7 "Brand Elements” means the names, copyright notice, trade dress, trade names, trademarks, word marks, designs (and all trademarks and trade names derived from them), service marks, logos, logotypes, slogans, proprietary notices, symbols, labels, legends, copyrights, internet domain names, web addresses, telephone numbers and other distinctive brand elements or features of a Party or their respective Affiliates, licensors, suppliers and partners or of their respective businesses, products and services, whether or not registered.

14.8 "Claim” means any and all claims, actions, demands, lawsuits, or proceedings of any kind brought by an unaffiliated third party.

14.9 "Contractor” means a natural person or entity engaged by a Party to perform on such Party’s behalf certain functions, including consultants and subcontractors (but does not include the other Party), and all employees, contractors, consultants, agents and subcontractors (to whatever tier) of such Contractors.

14.10 "Customer Content” means all electronic data submitted to the Services by or on behalf of Customer and does not include Seismic Confidential Information and intellectual property, Non-Seismic Products, Third-Party Content and Usage Data.

14.11 "Customer Property” means any and all Customer-owned, leased, used and third-party premises, networks, systems, internet, servers, equipment, services, products, browsers, applications, software and other Non-Seismic Products used by Customer to access or use the Services.

14.12 "DPA” means the terms of the Seismic Data Processing Addendum or a separate data processing addendum that has been executed by each Party on or after the Effective Date, in which case the terms of such fully-executed DPA will control. The DPA is deemed incorporated into this Agreement by this reference.

14.13 "Documentation” means the then-current printed and electronic documentation about the Services that is published or provided with the Services and/or otherwise shared with Customer by Seismic, including user manuals, applicable product offering descriptions and definitions, usage and support guides, devices, programs, policies, and training videos (but excluding marketing, sales and RFP or questionnaire materials), the AUP, and other Services-specific terms, as may be modified or updated by Seismic from time to time. Documentation excludes any (i) Customer Content or Third-Party Content posted to, provided with or in any of the foregoing, including any online user forums or communities hosted or moderated by Seismic, and (ii) content related to any future functionality, or communications exchanged between Seismic and Customer.

14.14 "Effective Date” of this Agreement means the earlier of (i) the last date this Agreement is signed by the Parties, (ii) the date Customer executes an Order Form that references or incorporates this Agreement’s terms, Seismic standard terms, or the Trial Terms, or (iii) Customer’s access or use of any Services or a Trial, even without an Order Form.

14.15 "Improvements” means all improvements, updates, revisions, enhancements, bug fixes, error corrections, addressing of service or technical problems, release notes, upgrades and changes to the Services and the Documentation, as developed or implemented by Seismic and generally made available to Customers without separate Fees.

14.16 "Information Security Addendum” means these terms and safeguards that Seismic applies to its Services.

14.17 "Laws” means the laws of all political or economic unions (such as the European Union), national, federal, state, provincial, regional, territorial, municipal and local laws, statutes, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, interpretive letters and official releases of or by any legitimate government entity, authority, department or agency thereof, applicable to a Party’s obligations under this Agreement, as any of the foregoing may be amended from time-to-time, and any corresponding provisions of any successor to the foregoing.

14.18 "Losses” means all damages, liabilities, settlements, expenses and costs (including reasonable attorneys’ fees) payable as a result of a Claim.

14.19 "Malicious Elements” means code, files, scripts, agents or programs that are designed or are intended to do harm, including, viruses, worms, time bombs and Trojan horses, defects, hoaxes, corrupted files, unsolicited bulk, commercial, or “spam” message, code or files (including password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).

14.20 "Marketplace” means an online directory, exchange, or marketplace of applications that may interoperate with the Services.

14.21 "Non-Seismic Products” means mobile, cloud-based, on-premises and other software applications, products, services, materials, connectors, APIs, data, SDKs, or other materials delivered in any manner and owned, licensed, used, and/or provided by Customer or a third party or acquired through a Marketplace (i) which are not ordered under a Seismic Order Form, (ii) which are not provided directly by Seismic or owned by Seismic, and (iii) which may be resold by Seismic under an Order Form on behalf of a third-party provider. Non-Seismic Products are not considered Seismic Services.

14.22 "Order Form” means an ordering document or online order executed by the Parties (directly with Seismic or indirectly with a Seismic Partner in connection with a Partner Order) that specifies the Services to be provided thereunder, including any addenda and supplements thereto. Order Forms do not include any terms on or linked in a Customer PO, Customer invoice-submission and/or payment system, or in any Partner Order.

14.23”Partner” means an authorized reseller, distributor, or other designated Seismic partner, including Seismic-authorized Marketplaces.

14.24 "Personnel” means the respective directors, officers, employees, agents, advisors, representatives, Contractors and other third-party providers or partners of a Party and its Affiliates, as applicable (but does not include the other Party).

14.25 "Professional Services” means the implementation, configuration, consulting, and training services that may be ordered by Customer, and provided by Seismic in connection with the Services, as set forth more fully in an SOW.

14.26 "Services” means the products and services ordered by Customer under an Order Form, SOW or online purchasing portal, including Professional Services, recurring subscription Services, and any other associated Seismic services, products, components, content, offerings, and Improvements. “Services” exclude Support Services, Trials, Third-Party Content and Non-Seismic Products.

14.27 "SLA” means, with respect to a particular Service ordered, the applicable terms of Seismic’s then-current Service Level Agreement for such Service, or if ordered, expressly specified on an Order Form, and paid for by Customer, Seismic’s then-current Platinum SLA, each of which sets forth Customer’s sole and exclusive remedy for any uptime or availability goal failures thereunder.

14.28 "SOW” means a statement of work or other document that describes certain Professional Services ordered and paid for by Customer, which are to be provided by Seismic pursuant to the terms of this Agreement. Each SOW shall incorporate this Agreement by reference and must be executed by authorized representatives of each Party.

14.29 "Support Services” means these terms of Seismic’s then-applicable standard support for the Services.

14.30 "Term” means the term of this Agreement, commencing on the Effective Date and continuing as long as a Customer Order Form or SOW is in effect, unless terminated pursuant to Section 9 (Termination) of this Agreement.

14.31 "Third-Party Content” means information obtained by Seismic from publicly available sources or third-party content providers and made available to Customer through the Services, Trials, or as described in the Documentation.

14.32 "Trial” means any Service, product, feature, component or functionality that Seismic makes available to Customer to try at Customer’s option or which is accessed by Customer, which is designated as “complimentary,” “audit,” “demo,” “beta,” “free,” “free period,” “trial,” “test,” “pre-release,” ”early access,” “pre-GA,” “pilot,” “non-production,” “sandbox,” “preview,” “evaluation,” “proof of concept (POC),” or by a similar designation, regardless of whether such Trial is provided under or set forth in an Order Form or any other instrument, or without any documentation.

14.33 "Trial Terms” means these terms and conditions that apply to a Customer’s use of Trials.

14.34 "Users” means any of Customers’ or its Affiliates’ respective Personnel or non-human devices, agents, or programs, including ‘admin’ Users (i) that are authorized or permitted by Customer to use or access any Service or Trials, and (ii) to which Customer (or, when applicable, Seismic, at Customer’s request) has provided Account Credentials, as to all of the foregoing categories, irrespective of whether such Users actually access or use a Service or the frequency with which they access or use the Services.