Contents
1. Definitions
For purposes of this Main Subscription Agreement (“Agreement”), “BasinAgentic,” “we,” “us,” or “our” means the provider of the BasinAgentic platform and related services. “Customer,” “you,” or “your” means the entity or person purchasing, accessing, or using the Services. “Authorized User” means an individual permitted by Customer to access the Services. “Services” means the BasinAgentic hosted software, data products, reports, analytical workflows, APIs, dashboards, documentation, and related support made available under an Order Form or other written subscription arrangement.
2. Services
BasinAgentic provides subscription-based access to energy and subsurface intelligence workflows, including Production Intelligence, Induced Seismicity Intelligence, SWD Injection Intelligence, related report-generation capabilities, and other modules that may be introduced from time to time.
The specific modules, usage limits, report allowances, features, support level, term, and fees applicable to Customer are those stated in the applicable Order Form, quotation, subscription page, or other written agreement accepted by the parties.
3. Subscriptions and Authorized Users
Customer may permit only its Authorized Users to access the Services. Customer is responsible for maintaining the confidentiality of login credentials and for all activity occurring under Customer accounts. Accounts may not be shared with unauthorized persons or transferred without BasinAgentic’s written consent.
4. Acceptable Use
Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble, scrape, copy, or attempt to derive source code, models, prompts, algorithms, workflows, or non-public data from the Services; (b) bypass usage limits or security controls; (c) use the Services to create or train a directly competing product or service; (d) resell or redistribute the Services except as expressly permitted in writing; or (e) use the Services in violation of applicable law.
5. Customer Data
Customer retains its rights in data, files, coordinates, well information, operating information, and other content submitted by or on behalf of Customer (“Customer Data”). Customer grants BasinAgentic a limited right to host, process, transmit, analyze, and display Customer Data as reasonably necessary to provide, secure, support, and improve the Services, subject to this Agreement and the Online Privacy Policy.
6. Aggregated and De-Identified Information
BasinAgentic may create and use aggregated, statistical, or de-identified information derived from use of the Services, provided such information does not identify Customer or an individual and cannot reasonably be used to reconstruct Customer Confidential Information.
7. AI, Forecasting, and Automated Analysis
The Services may use machine learning, Transformer-based forecasting, physics-informed methods, statistical models, optimization routines, agentic AI workflows, and automated decision-support processes.
Outputs may include forecasts, estimated production profiles, uncertainty ranges, seismicity indicators, b-value interpretations, SWD injection assessments, risk classifications, and related analytical results.
Customer acknowledges that model outputs are probabilistic and depend on available data, assumptions, model structure, data quality, and changing field conditions.
8. Engineering and Operational Disclaimer
The Services provide analytical and decision-support information and are not a substitute for professional engineering judgment, geoscience interpretation, regulatory review, field verification, or site-specific operational analysis.
Customer remains solely responsible for operational, engineering, financial, environmental, safety, and regulatory decisions.
9. Third-Party and Public Data
The Services may incorporate data obtained from governmental, regulatory, commercial, public, licensed, or third-party sources.
BasinAgentic does not warrant that third-party data is complete, current, error-free, or continuously available. Applicable third-party terms may apply to particular datasets.
10. Fees and Payment
Customer will pay all fees stated in the applicable Order Form or subscription arrangement.
Unless otherwise stated, fees are non-refundable, exclusive of applicable taxes, and due according to the payment terms stated in the applicable commercial document.
Late amounts may be subject to lawful interest and collection costs.
11. Beta, Preview, and Experimental Features
Features identified as beta, preview, pilot, experimental, research, or evaluation features may be modified, suspended, or discontinued at any time and may have reduced support or service commitments.
Such features are provided on an “as available” basis.
12. Intellectual Property
BasinAgentic and its licensors retain all right, title, and interest in the Services, software, user interfaces, analytical frameworks, models, algorithms, agent architectures, methods, know-how, databases, documentation, trademarks, and all improvements and derivatives thereof, excluding Customer Data.
13. Outputs and Reports
Subject to payment of applicable fees and compliance with this Agreement, Customer may use reports, charts, tables, forecasts, and other outputs generated for Customer’s internal business purposes.
Customer may not represent BasinAgentic outputs as independently verified engineering certifications or regulatory determinations unless BasinAgentic expressly agrees in writing.
14. Confidentiality
Each party may receive non-public information that is identified as confidential or that reasonably should be understood to be confidential (“Confidential Information”).
The receiving party will use reasonable care to protect Confidential Information and will use it only for purposes of the parties’ relationship.
Confidentiality obligations do not apply to information that is lawfully public, already known without restriction, independently developed, or rightfully received from a third party without confidentiality duty.
15. Security
BasinAgentic will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data and account information.
Customer is responsible for implementing appropriate endpoint, credential, access-control, and internal security practices for its users and systems.
16. Availability and Changes to Services
BasinAgentic may update, improve, modify, or replace features of the Services from time to time.
BasinAgentic will use commercially reasonable efforts to maintain service availability, but does not guarantee uninterrupted or error-free operation unless a separate written service-level commitment expressly applies.
17. Limited Warranties
BasinAgentic warrants that it will provide the Services in a professional and commercially reasonable manner.
Except for any express warranty stated in this Agreement or an applicable Order Form, the Services are provided “as is” and “as available,” and BasinAgentic disclaims implied warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, non-infringement, and warranties arising from course of dealing or usage of trade.
18. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenues, lost business opportunities, or loss of goodwill arising from this Agreement, even if advised of the possibility of such damages.
Except for liabilities that cannot lawfully be limited, Customer payment obligations, misuse of intellectual property, or breach of confidentiality, each party’s aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer to BasinAgentic for the Services giving rise to the claim during the twelve months preceding the event giving rise to liability.
19. High-Risk Decisions
Customer will not rely on the Services as the sole basis for decisions where an error could reasonably be expected to result in death, personal injury, significant environmental harm, or material property damage.
Such decisions require appropriate professional review and independent verification.
20. Indemnification
Customer will defend and indemnify BasinAgentic and its affiliates from third-party claims arising from Customer’s unlawful use of the Services, Customer Data that infringes third-party rights, or Customer’s material breach of this Agreement.
BasinAgentic will reasonably cooperate in the defense at Customer’s expense.
21. Term and Renewal
This Agreement begins when Customer first accepts it or accesses paid Services and continues for the applicable subscription term.
Renewal terms, if any, are governed by the applicable Order Form, quotation, subscription terms, or other written commercial arrangement.
22. Suspension and Termination
BasinAgentic may suspend access where reasonably necessary to address security threats, non-payment, unlawful use, material breach, or risk to the Services or other customers.
Either party may terminate for an uncured material breach if the breach is not remedied within a reasonable written cure period, unless immediate termination is permitted by law or the nature of the breach.
23. Effect of Termination
Upon termination or expiration, Customer’s right to access the Services ends, except for any rights that expressly survive.
Provisions concerning payment, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and other provisions that by their nature should survive will remain in effect.
24. Export Controls and Sanctions
Customer will comply with applicable export-control, trade-sanctions, and restricted-party laws.
Customer will not access or use the Services where prohibited by applicable law.
25. Compliance with Laws
Each party will comply with laws applicable to its performance under this Agreement.
Customer is responsible for determining and satisfying industry-specific, regulatory, permitting, and operational requirements applicable to Customer’s activities.
26. Feedback
If Customer provides suggestions, ideas, comments, or feedback regarding the Services, Customer grants BasinAgentic a perpetual, irrevocable, worldwide, royalty-free right to use such feedback without restriction or obligation, provided BasinAgentic does not publicly identify Customer as the source without permission.
27. Publicity
BasinAgentic will not use Customer’s name or logo in public marketing materials without Customer’s permission, except where Customer has expressly agreed otherwise in an Order Form or separate written authorization.
28. Assignment
Neither party may assign this Agreement without the other party’s prior written consent, except in connection with a merger, reorganization, change of control, or sale of substantially all relevant assets, provided the assignee assumes the assigning party’s obligations.
29. Force Majeure
Neither party will be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil disturbance, government action, utility or telecommunications failure, cyber incidents not caused by the affected party’s breach of reasonable security obligations, or other force majeure events.
30. Governing Law and Venue
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles.
Unless otherwise required by law or agreed in writing, disputes will be brought in a court of competent jurisdiction located in Texas.
31. Notices
Legal notices under this Agreement must be provided in writing by email and/or another reasonable written method to the contact information associated with the applicable account or Order Form.
Notices to BasinAgentic should be sent to the legal or contact address published by BasinAgentic or otherwise provided in writing.
32. Changes to this Agreement
BasinAgentic may update this Agreement from time to time.
Material changes will be posted with a revised effective date and, where appropriate, communicated through the Services or by email.
Continued use after an effective update constitutes acceptance to the extent permitted by law.
33. Order of Precedence
If an Order Form or separately signed written agreement conflicts with this Agreement, the signed document will control to the extent of the conflict.
Any data-processing agreement or service-specific terms will control for the matters they expressly address.
34. Entire Agreement
This Agreement, together with applicable Order Forms, the Online Privacy Policy, and any incorporated service-specific terms, constitutes the entire agreement between the parties concerning the Services and supersedes prior or contemporaneous understandings on the same subject.
35. Severability
If any provision is held invalid or unenforceable, the remaining provisions will remain in effect, and the invalid provision will be interpreted or modified to the minimum extent necessary to make it enforceable where permitted by law.
36. Waiver
A failure or delay in exercising a right under this Agreement does not waive that right.
A waiver is effective only if made in writing by an authorized representative of the waiving party.
37. Electronic Acceptance
Customer may accept this Agreement electronically, including by clicking an acceptance control, creating or using an account, signing an Order Form that incorporates this Agreement, or otherwise accessing paid Services after being presented with these terms.