TERMS AND CONDITIONS
These Terms and Conditions, once accepted by all parties by way of execution of a Purchase Order, constitute a binding contract (“Agreement”) between the customer identified in the Purchase Order (“Customer”) and Automated Seismics LLC, hereinafter called “Automated Seismics.” These Terms and Conditions are subject to change upon 30 days written notice, after which the changes become part of the Agreement.
1. Automated Seismics is in the business of selling products and services related to its state of the art, proprietary sensors for seismic monitoring and data collection. The primary business of Automated Seismics involves the installation of its proprietary systems at Customer’s site. This is designated as “Services Purchased” on the Purchase Order. Automated Seismics also sells modified and unmodified third-party equipment, which are designated as “Item(s) Purchased” on the Purchase Order.
2. Services Purchased do not include the sale or transfer of ownership of any components or software utilized to provide the services. All components and software utilized for the provision of services remain the sole property of Automated Seismics, regardless of where and how they are installed. The sale, transfer, inspection, disassembly, or dissemination of said components is strictly prohibited.
3. Limited Warranty. All warranties express and implied except those expressly granted herein are disclaimed to the fullest extent permitted by law. For Services Purchased, Autoseismics warrants to keep the designated number of sensors functioning as intended. Upon written notice of a failure of some or all sensors to work as intended, Automated Seismics will repair or replace the malfunctioning sensors or other components. Repairs will be conducted as soon as practicable, which will typically be less than 30 days. For Item(s) Purchased, Automated Seismics warrants that they will operate as intended for 3 years unless an additional time or terms are noted in the Purchase Order. During the warranty period, Automated Seismics will repair or replace the malfunctioning unit as soon as practicable, which will typically be less than 30 days. For all Services and Item(s) Purchased, Automated Seismics is not liable for any consequential damages, including the loss of data or any other failures in the data collection, transmission, and storage. Automated Seismics is not responsible for repairing or replacing any product that is not used or maintained in the manner described by Automated Seismics and/or any third-party documentation. In no event shall any claim for breach of warranty, negligence, or any other action against Automated Seismics that relates in any way to this Agreement exceed the total amount paid by Customer to Automated Seismics pursuant to this Agreement. Customer expressly warrants that it will limit all such claims to the fees paid by Customer to Automated Seismics pursuant to this Agreement.
4. The Purchase Order sets forth an initial price for Services Purchased. This includes installation and one year of services. One year after the effective date stated in the Purchase Order, the service will automatically renew for another year at the same price, or at such other price as is set forth in the Purchase Order for subsequent years. Either party may cancel the service by giving notice in writing 30 days prior to any annual renewal date. Said cancellation will be effective on the renewal date. Automated Seismics will remove its components and software following termination. Regardless of the date of removal, these components and software remain the sole property of Automated Seismics.
5. Prior to the deadline for annual renewal, either party may request pricing or other changes to the terms for the renewal. No such requests are binding unless accepted by the other party in writing. If renewal is conditional upon acceptance of modified terms, the request must expressly state that fact and be made at least 30 days before the renewal deadline, which is 60 days before the annual anniversary date. Customer’s failure to object in writing to any such change by the renewal deadline 30 days before the annual anniversary shall constitute acceptance of the proposed modifications. Any agreed upon changes shall take effect upon the annual renewal date and apply to subsequent renewals.
6. Payments listed in the Purchase Order shall be due upon signature unless otherwise stated. Renewal Payments are due on the annual anniversary date. There are no grace periods. Automated Seismics reserves the right to delay delivery or installation and/or cease transmission of data until said payments are made. Failure to exercise this right does not constitute a waiver. In addition, any payments that are more than 30 days past due will incur a 10% interest payment plus a $50 processing for each unit that remains unpaid.
7. The parties understand that confidential information may be shared or discovered in connection with Item(s) or Services Purchased. Confidential information includes but is not limited to all schematics, code, component parameters, and composition of any components and software owned or provided by Automated Seismics. This confidential information will often, but not always, be shared in connection with the need to integrate Automated Seismics’ systems with the Customer’s systems. The parties agree to keep confidential all such information to the greatest extent possible.
8. Customer is responsible for setting up and maintaining a server and other systems capable of receiving and storing the data streamed from Automated Seismics’ systems. Except as expressly stated in a Purchase Order, Automated Seismics shall have no role in altering or maintaining any such equipment or software.
9. Customer warrants that it has the legal right to authorize all installation and other services by Automated Seismics. Customer shall obtain all permits, licenses, import duties, or other permission required by the laws of the jurisdiction where installation is to occur. Prior to any installation or service appointments, Customer shall advise Automated Seismics in writing of any dangerous conditions at the installation site, including any subsurface conditions that impact digging to the depths necessary for deployment. Customer shall indemnify and hold Automated Seismics and all their agents, subcontractors, officers, directors, employees, shareholders, and affiliates, free and harmless from and against all liabilities, claims, loss, damages, cost, and expense, including but not limited to attorneys’ fees and the costs of litigation, arising out of or relating to any Services Purchased or Item(s) Purchased.
10. This Agreement shall be governed by and interpreted under the laws of the State of California, without regard to its conflicts of law principles. An action between the parties hereto relating to this Agreement shall be brought exclusively in the state or federal courts located in Los Angeles, California. The parties hereby consent to the exclusive jurisdiction of such courts located in Los Angeles, California.
11. If any term, provision, covenant or condition of this Agreement is held by a court or arbitrator of competent jurisdiction or administrative or similar agency, to be invalid, void or unenforceable to any person or circumstance or to any extent, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid provisions shall be given the greatest degree of force and effectiveness possible, to effect the intent of the parties. This Agreement sets forth the full understanding of the parties and is intended as an integrated agreement. The parties warrant that there are no oral or written agreements regarding the subject of this Agreement except as set forth herein and in the Purchase Order. Nothing in this Agreement may be waived or modified except in a writing signed by all parties.
