Software-as-a-Service
Agreement.

01Definitions

(a)“Administrator User Account” means the administrator account for use by an Administrator User.

(b)“Administrator User(s)” means those individuals authorized by Customer to create Customer User Accounts on Customer’s behalf through an Administrator User Account, being employees of Customer or of any of its Affiliates, or contractors, consultants or service providers acting on Customer’s behalf.

(c)“Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.

(d)“Anonymous Data” means data that: (i) is aggregated; (ii) is de-identified such that it does not identify, and cannot reasonably be used to identify, any individual or Customer or any of Customer’s wells, sites or operations; and (iii) does not constitute “personal information” under Privacy Law.

(e)“API Keys” has the meaning set out in Section 2(i)(i).

(f)“API Data” means Customer Data that Customer or any of its Permitted Users submits to the DRILLboss API.

(g)“Applicable Law” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.

(h)“AUP” means DRILLboss’s current acceptable use policy, available at https://drillboss.ai/aup.

(i)“Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.

(j)“Customer Application” has the meaning set out in Section 2(i)(ii).

(k)“Customer Data” means any data (other than Anonymous Data and Usage Data), information, content, records, and files that Customer or any of its Permitted Users loads or enters into, transmits to, or makes available to the DRILLboss Offering, including API Data.

(l)“Customer Output” means the reports, analyses, dashboards, visualizations and other output content generated by the DRILLboss Offering from Customer Data, but excludes the templates, report formats, analytical models, algorithms used to generate such output, and any other DRILLboss Property.

(m)“Customer Personal Information” means Customer Data that is Personal Information, as defined in the Data Processing Addendum.

(n)“Customer Trademarks” means all trademarks, service marks, trade names, logos, domain names and other brand features or identifiers owned by, or licensed to, Customer or any of its Affiliates, and which Customer has authorized DRILLboss to use in connection with the provision of the DRILLboss Offering in accordance with this Agreement, including all registered and unregistered marks.

(o)“Customer User Accounts” means:

(i)each user account created by an Administrator User for those individuals that are permitted by Customer to access and use the DRILLboss Offering, being: (A) active employees of Customer or of any of its Affiliates; or (B) contractors, consultants or service providers acting on Customer’s behalf, in each case excluding any joint venture partner or working interest partner of Customer unless expressly permitted in an Order Form; and

(ii)Administrator User Accounts.

(p)“Data Processing Addendum” means the data processing addendum attached as Exhibit C hereto.

(q)“Documentation” means DRILLboss’s manuals, instructions or other documents or materials that DRILLboss provides or makes available to Customer in any form or medium, including through the DRILLboss Offering or at a URL designated by DRILLboss, and which describe the functionality, components, features or requirements of the DRILLboss Offering, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of them.

(r)“Excluded Downtime” means any of the following:

(i)periods when DRILLboss is performing scheduled maintenance;

(ii)any downtime resulting from outages of third party connections or utilities or other reasons beyond DRILLboss’s control, including Internet access problems;

(iii)any downtime resulting from DRILLboss’s suspension of the DRILLboss Offering in accordance with this Agreement;

(iv)any downtime resulting from a Force Majeure Event;

(v)any downtime resulting from Customer’s breach of this Agreement;

(vi)any downtime for emergency maintenance; or

(vii)any downtime resulting from DRILLboss’s blocking of data communications or other aspects of the DRILLboss Offering in accordance with its policies.

(s)“Force Majeure Event” has the meaning set out in Section 15(f).

(t)“Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.

(u)“High Risk Activities” means activities that have a: (i) high risk of physical harm or death, serious personal injury, or severe environmental or property damage; or (ii) high risk of material economic harm.

(v)“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

(w)“Loss” or “Losses” means any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

(x)“Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.

(y)“Order Form” means any DRILLboss-provided ordering document, online registration, order description or order confirmation referencing this Software-as-a-Service Agreement.

(z)“Permitted User(s)” means individuals with an active Customer User Account.

(aa)“Personal Information” has the meaning set out in the Data Processing Addendum.

(bb)“Pilot” has the meaning set out in Section 2(j).

(cc)“Pilot Period” means, in respect of a Pilot, the fixed period set out in the applicable Order Form during which Customer may access and use that Pilot or, if the Order Form does not specify a period, the period of 30 days commencing on the date DRILLboss first makes that Pilot available to Customer. A Pilot Period does not automatically renew or extend. See Section 2(j).

(dd)“Privacy Law” has the meaning set out in the Data Processing Addendum.

(ee)“Process” has the meaning set out in the Data Processing Addendum.

(ff)“Professional Services” means the consulting, training and other professional services described in an Order Form.

(gg)“DRILLboss API” means DRILLboss’s proprietary application programming interface, together with any related Documentation, designed to facilitate Customer’s access to and use of the DRILLboss SaaS Services through interfaces between Customer Applications and the DRILLboss SaaS Services, and any component or Modification of it.

(hh)“DRILLboss Downloadable Applications” means:

(i)the DRILLboss App for iOS;

(ii)any other DRILLboss software component installed on Customer Systems in order to access the DRILLboss SaaS Services, Professional Services or Support Services, as described in an Order Form; and

(iii)any component or Modification of the software referred to in (i) to (ii).

(ii)“DRILLboss Offering” means the DRILLboss SaaS Services, the DRILLboss Downloadable Applications and the DRILLboss API, including any White-Label Services, and any part of them.

(jj)“DRILLboss SaaS Services” means the services through:

(i)which DRILLboss hosts and makes available DRILLboss’s proprietary cloud-based drilling operations platform as described in an Order Form; and

(ii)any component or Modification of the services referred to in (i).

The term “DRILLboss SaaS Services” does not include Professional Services and Support Services.

(kk)“Term” means the Initial Term and any Renewal Term.

(ll)“Usage Data” means information and other data that is collected or generated by DRILLboss related to how users interact with the DRILLboss Offering, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior. Usage Data does not include any Customer Personal Information. DRILLboss will use and disclose Usage Data only in a form that does not identify, and cannot reasonably be used to identify, any individual, and will Process any Usage Data that constitutes Personal Information in accordance with Privacy Law.

(mm)“Website” means any websites used by DRILLboss to provide the DRILLboss Offering, including the website(s) located at app.drillboss.ai.

(nn)“White-Label Fees” has the meaning set out in Section 2(h).

(oo)“White-Label Brand” means those Customer Trademarks approved in writing by DRILLboss for display on or in connection with the DRILLboss Offering.

(pp)“White-Label Services” has the meaning set out in Section 2(h).

02The DRILLboss Offering

(a)Provisioning of the DRILLboss SaaS Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, DRILLboss will make the DRILLboss SaaS Services available to Customer on the terms and conditions set out in this Agreement during the Term.

(b)Restrictions on Use. Customer will not, and will not permit others to do or attempt to do any of the following:

(i)sub-license, sell, rent, lend, lease or distribute the DRILLboss Offering or any Intellectual Property Rights therein, or otherwise make the DRILLboss Offering available to any third parties other than its Permitted Users in accordance with this Agreement, except as expressly permitted under Section 2(h) or Section 2(i);

(ii)use, download or access the DRILLboss Offering:

(A)in violation of any Applicable Law or Intellectual Property Rights;

(B)in a manner that threatens the security or functionality of the DRILLboss Offering; or

(C)for any purpose or in any manner not expressly permitted in this Agreement;

(iii)use, download or access the DRILLboss Offering to create, transmit, or Process any Customer Data that:

(A)Customer does not have the lawful right to create, transmit or Process;

(B)violates any Applicable Law, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity);

(iv)input, upload, transmit or otherwise provide to or through the DRILLboss Offering any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

(v)copy or modify the DRILLboss Offering;

(vi)reverse engineer, de-compile or disassemble the DRILLboss Offering or any part of it;

(vii)use, download or access the DRILLboss Offering for purposes of benchmarking or competitive analysis of the DRILLboss Offering;

(viii)use, download or access the DRILLboss Offering for the purpose of building a similar or competitive product or service;

(ix)remove or obscure any proprietary notices or labels on the DRILLboss Offering, including brand, copyright, trademark and patent or patent pending notices;

(x)breach or violate the terms and conditions of the AUP;

(xi)perform any vulnerability, penetration or similar testing of the DRILLboss Offering; or

(xii)rely on the DRILLboss Offering as the sole basis for any High Risk Activities. Customer acknowledges and agrees that: (A) the DRILLboss Offering is a planning and decision-support tool only; (B) Customer remains solely responsible for all drilling, well-control, health, safety and environmental and regulatory decisions and compliance, regardless of any information, recommendations, forecasts or estimates provided by or through the DRILLboss Offering; and (C) any recommendations, forecasts, cost estimates or other outputs generated by the DRILLboss Offering, including any outputs generated using artificial intelligence or machine learning, may be incomplete or inaccurate and must be independently verified by Customer’s qualified personnel before being relied upon for any purpose.

(c)Permitted Purpose. Customer may access and use the DRILLboss Offering solely for Customer’s internal business purposes in connection with drilling planning, operations, monitoring, cost analysis and related analysis. Where DRILLboss provides White-Label Services under Section 2(h), Customer may permit its Permitted Users to access and use the DRILLboss Offering under the White-Label Brand for that same purpose, provided that Customer will not resell, distribute or otherwise make the DRILLboss Offering available to any other person.

(d)Suspension of Access; Scheduled Downtime; Modifications. DRILLboss may from time to time and in its discretion, without limiting any of its other rights or remedies under this Agreement, or at law or in equity:

(i)suspend Customer’s access to or use of the DRILLboss Offering or any component of it:

(A)for scheduled maintenance;

(B)due to a Force Majeure Event;

(C)if DRILLboss believes in good faith that Customer or any of its Permitted Users has violated any provision of this Agreement;

(D)to address any emergency security concerns;

(E)if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Law; or

(F)for any other reason as provided in this Agreement; and

(ii)make any Modifications to the DRILLboss Offering.

Customer accepts all patches, bug fixes and updates made by or on behalf of DRILLboss to the DRILLboss SaaS Services.

(e)Subcontracting. DRILLboss may engage third parties to provide the DRILLboss Offering or any part of it. The delegating or subcontracting of all or any part of DRILLboss’s obligations under this Agreement to any subcontractor will not relieve DRILLboss from any obligation or liability under this Agreement.

(f)DRILLboss Downloadable Applications. Use of the DRILLboss SaaS Services and delivery of the Professional Services and Support Services may require DRILLboss Downloadable Applications to be run directly on Customer’s systems (“Customer Systems”). As a result, DRILLboss Downloadable Applications may automatically download and install updates and upgrades from time to time from DRILLboss. These updates are designed to improve, enhance and further develop the DRILLboss SaaS Services, Professional Services and Support Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. Customer consents to the installation of DRILLboss Downloadable Applications, including updates and upgrades (and authorizes DRILLboss to deliver these to Customer) as part of Customer’s use of the DRILLboss SaaS Services or receipt of Professional Services and Support Services. Customer acknowledges that DRILLboss Downloadable Applications causes Customer Systems to communicate with DRILLboss for the purposes described above. Notifications will be made in advance of any upcoming significant releases, maintenance or other event that may affect the DRILLboss SaaS Services, Professional Services or Support Services. Some emergency updates may be communicated after they are delivered. Customer, at its sole expense, agrees to provide compatible Customer Systems for DRILLboss Downloadable Applications during the Term.

(g)Professional Services. DRILLboss will perform the Professional Services set out in an applicable Order Form.

(h)White-Label Services. Upon Customer’s request, the DRILLboss Offering, or such component of it as is approved in writing by DRILLboss in its discretion, may be made available on a white label basis and may display the White-Label Brand (the “White-Label Services”). DRILLboss will provide the White-Label Services for the additional fees specified in an Order Form (the “White-Label Fees”). DRILLboss’s obligation to provide the White-Label Services is contingent on Customer’s ongoing payment of all White-Label Fees and is subject to a reasonable period for DRILLboss to complete development of the White-Label Services. For greater certainty, the White-Label Services will be branded with both DRILLboss’s brand and the White-Label Brand, DRILLboss will be the publisher of any application associated with the White-Label Brand, and Customer and its Permitted Users will transact with DRILLboss, unless otherwise agreed by the Parties in a written amendment to this Agreement.

(i)DRILLboss API. If DRILLboss makes the DRILLboss API available to Customer under an Order Form, the following apply:

(i)DRILLboss will provide Customer with the keys necessary to access the DRILLboss API (the “API Keys”). Customer acknowledges that the API Keys are DRILLboss’s Confidential Information and will not share any API Key with any third party without DRILLboss’s prior written consent. DRILLboss may revoke any API Key at any time without Customer’s consent.

(ii)Subject to the terms and conditions of this Agreement, DRILLboss hereby grants to Customer a revocable, non-exclusive, non-transferable, non-sub-licensable, limited license during the Term to access and use the DRILLboss API and the related Documentation solely to develop applications that interface with the DRILLboss SaaS Services (each, a “Customer Application”), and to use each Customer Application, in each case solely for the purpose set out in Section 2(c). Customer will not make any Customer Application available to, or permit any Customer Application to be used by, any person other than its Permitted Users, and will not sell, license, distribute or otherwise commercialize any Customer Application, except as expressly permitted in an Order Form.

(iii)Unless otherwise set out in an Order Form, DRILLboss may limit, in its discretion, the number of calls that Customer or any Customer Application makes to the DRILLboss API during any given period, based on factors including the manner in which the Customer Application makes calls to the DRILLboss API and the anticipated volume of use associated with the Customer Application.

(iv)DRILLboss may change the DRILLboss API and the related Documentation at any time and without notice. Customer acknowledges that such changes may require Customer to make changes to any Customer Application at Customer’s own cost and expense.

(v)In addition to DRILLboss’s rights under Section 2(d), DRILLboss may suspend or revoke Customer’s access to the DRILLboss API at any time and for any reason, including: (A) violation of this Agreement or the AUP; (B) use of the DRILLboss API contrary to the related Documentation; (C) scheduled maintenance; or (D) to address any emergency security concerns.

(vi)DRILLboss may monitor Customer’s use of the DRILLboss API, and Customer will not block or otherwise interfere with such monitoring. At DRILLboss’s request, Customer will provide DRILLboss with access to and use of any Customer Application, at no cost to DRILLboss, for the purpose of monitoring or reviewing that Customer Application for compliance with this Agreement.

(j)Pilots. At Customer’s request, including through an Order Form, DRILLboss may make available to Customer pilot, trial or evaluation use of the DRILLboss Offering or any component of it, including services, software or features that may not yet be generally available and any pre-release or beta versions of the foregoing, which may not operate correctly (each, a “Pilot”). If DRILLboss makes a Pilot available to Customer, the following apply:

(i)a Pilot may include only partial features or functionality of the applicable component of the DRILLboss Offering, will be made available only during the Pilot Period, and will be subject to any usage limits set out in the applicable Order Form. Customer may access and use a Pilot solely for the purpose of evaluating and testing the applicable component of the DRILLboss Offering and its features, and otherwise in accordance with Section 2(b) and Section 2(c);

(ii)except in the case of a Pilot for which Customer pays the Fees specified in an Order Form, DRILLboss may suspend or terminate Customer’s access to and use of any Pilot at any time in its discretion, without notice and without liability to Customer;

(iii)each Pilot will expire automatically at the end of the applicable Pilot Period, without notice to Customer and without any obligation on DRILLboss to provide any further access. No Pilot will automatically renew or extend, and Customer’s access to and use of a Pilot will continue beyond the Pilot Period only if the Parties execute a further Order Form providing for that access; and

(iv)EXCEPT IN THE CASE OF A PILOT FOR WHICH CUSTOMER PAYS THE FEES SPECIFIED IN AN ORDER FORM: (A) WITHOUT LIMITING SECTION 11(b), ANY PILOT IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT SUPPORT SERVICES, SERVICE LEVELS, SERVICE CREDITS, INDEMNIFICATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE; AND (B) NOTWITHSTANDING SECTION 13 (LIMITATION OF LIABILITY) OR ANY OTHER PROVISION OF THIS AGREEMENT, DRILLBOSS’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER ANY PILOT WILL NOT EXCEED ONE THOUSAND CANADIAN DOLLARS ($1,000 CAD).

03Reservation of Rights and License Grants

(a)Subject to the rights granted in this Section 3 and the Data Processing Addendum, Customer retains all right, title and interest in and to Customer Data, including any Intellectual Property Rights in Customer Data.

(b)Customer grants DRILLboss a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up license during the Term to Process Customer Data to: (i) provide the DRILLboss Offering and perform its obligations under this Agreement; (ii) develop and improve the DRILLboss Offering and other DRILLboss Property and new offerings; and (iii) produce or generate Usage Data and Anonymous Data. DRILLboss may Process the Anonymous Data and Usage Data for any purpose and without restriction or obligation to Customer of any kind. Anonymous Data and Usage Data are not Customer Data and are not Customer’s Confidential Information.

(c)DRILLboss or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:

(i)the DRILLboss Offering;

(ii)API Keys;

(iii)Anonymous Data;

(iv)Usage Data;

(v)any templates, report formats, analytical models, algorithms and other platform components used to generate reports or deliverables from the DRILLboss Offering, but excluding Customer Output;

(vi)DRILLboss’s Confidential Information;

(vii)Documentation; and

(viii)any Modifications to the foregoing (i) to (vii).

(collectively, “DRILLboss Property”).

(d)To the extent that Customer or any of its Permitted Users submit ideas, suggestions, documents, or proposals regarding the DRILLboss Offering to DRILLboss (“Feedback”), Customer acknowledges and agrees that:

(i)the Feedback does not contain confidential or proprietary information and DRILLboss is not under any obligation of confidentiality with respect to the Feedback; and

(ii)DRILLboss will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.

(e)Subject to the terms and conditions of this Agreement, DRILLboss hereby grants to Customer a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Term to use the Documentation solely for the purpose of use and receipt of the DRILLboss Offering.

(f)Customer hereby grants DRILLboss a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable license during the Term to use and display the White-Label Brand solely for the purpose of developing and providing the White-Label Services in accordance with this Agreement. DRILLboss will use the White-Label Brand only as expressly permitted in this Agreement and in accordance with any usage guidelines provided by Customer from time to time, and all goodwill arising from such use will inure to the benefit of Customer. If DRILLboss is prevented from using the White-Label Brand by a Governmental or Regulatory Authority or a court of competent jurisdiction, or if Customer revokes DRILLboss’s right to use any White-Label Brand, DRILLboss will be excused from performing its obligations under this Agreement in respect of the White-Label Services and the White-Label Brand, and DRILLboss will have no liability arising from such non-performance.

(g)Customer Output. As between the Parties, Customer owns all right, title and interest in and to Customer Output. DRILLboss hereby assigns to Customer, and will cause its Affiliates to assign to Customer, any Intellectual Property Rights that DRILLboss or its Affiliates may have in Customer Output. Customer grants to DRILLboss a non-exclusive, worldwide, royalty-free license during the Term to use, reproduce and display Customer Output solely to provide the DRILLboss Offering and perform its obligations under this Agreement.

04Privacy

(a)The Parties will comply with their respective obligations in the Data Processing Addendum attached as Exhibit C.

05Customer User Account; Responsibility for Permitted Users

(a)In order for Customer to access and use the DRILLboss Offering, DRILLboss will issue one or more Administrator User Accounts to Customer that provides the Administrator User with the capability to create user accounts for Permitted Users on Customer’s behalf.

(b)Customer is responsible for identifying and authenticating all its Permitted Users and for ensuring only Permitted Users access and use the DRILLboss Offering. Customer will promptly notify DRILLboss of any actual or suspected unauthorized use of the DRILLboss Offering. DRILLboss reserves the right to deactivate or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.

(c)Customer will be responsible for the compliance by its Permitted Users (including any Affiliate of Customer and any contractor, consultant or service provider acting on Customer’s behalf) with this Agreement, all fees and charges incurred by its Permitted Users in connection with access to and use of the DRILLboss Offering, and any and all activity occurring under the Customer User Accounts associated with its Permitted Users, including access to and use of the DRILLboss Offering.

06Support Services

Customer will generally have access to DRILLboss’s technical support: (i) from 9:00 am MT to 5:00 pm MT each Monday to Friday (excluding statutory and civic holidays observed in Calgary, Alberta, Canada); and (ii) via email at support@drillboss.ai (“Support Services”). DRILLboss may amend the Support Services from time to time in its sole discretion.

07Service Levels

Subject to the terms hereof, DRILLboss will use commercially reasonable efforts to provide the DRILLboss SaaS Services in accordance with the service levels in Exhibit A attached hereto.

08Access Through DRILLboss App for iOS

If any part of the DRILLboss Offering, Professional Services or Support Services are provided to Customer through the DRILLboss App for iOS, the terms and conditions set out in Exhibit B will govern, in addition to all the other terms and conditions of this Agreement.

09Fees and Payment

(a)Fees. Customer will pay to DRILLboss the fees described in the Order Forms (the “Fees”), which include any White-Label Fees. Unless otherwise noted on an Order Form: (i) all Fees identified are in Canadian dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term.

(b)Changes to the Fees. The Fees set out in an Order Form are fixed for the term of that Order Form. DRILLboss reserves the right to change the Fees and institute new charges with effect from the commencement of any renewal term of that Order Form, upon providing not less than 30 days prior notice to Customer before the end of the then-current Order Form term.

(c)Rig-Day Blocks. Where an Order Form provides for the purchase of a block of rig days (a “Rig-Day Block”), Customer will prepay the Fees for the Rig-Day Block in advance, and the consumption mechanics for that Rig-Day Block, including the unit of consumption, the period during which rig days are valid, any rollover of unused rig days and the rate for rig days consumed in excess of the Rig-Day Block, are as set out in that Order Form. If an Order Form does not address those mechanics, unused rig days expire at the end of the term of that Order Form and rig days consumed in excess of the Rig-Day Block will be invoiced in arrears at the effective per rig day rate for the Rig-Day Block.

(d)Annual Platform Fee. Where an Order Form provides for a flat annual platform fee in lieu of a Rig-Day Block (an “Annual Platform Fee”), DRILLboss will invoice the Annual Platform Fee commencing on the Activation Date specified in or determined in accordance with that Order Form or, if the Order Form does not provide for an Activation Date, the date DRILLboss activates Customer’s access to the DRILLboss SaaS Services, and thereafter in accordance with the billing frequency set out in the Order Form.

(e)Invoicing. DRILLboss will prepare and send to Customer, at the then-current contact information on file with DRILLboss, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 calendar days of the invoice date.

(f)Disputed Invoices or Charges. If Customer believes DRILLboss has charged or invoiced Customer incorrectly, Customer must contact DRILLboss no later than 30 days after having been charged by DRILLboss or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

(g)Late Payment. Except as provided in Section 9(f), Customer may not withhold or setoff any amounts due under this Agreement. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If Customer has not paid all due and undisputed Fees within 10 days of the date that such Fees become due, DRILLboss reserves the right to suspend Customer’s access to the DRILLboss Offering and any delivery of Professional Services and Support Services until all due and undisputed amounts are paid in full.

(h)Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of DRILLboss.

(i)Suspension. Any suspension of the DRILLboss Offering by DRILLboss pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

10Confidential Information

(a)Definitions. For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of DRILLboss, any of its subcontractors, service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, suppliers, technology or business, DRILLboss Property, this Agreement and where Discloser is Customer, Customer’s Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.

(b)Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will:

(i)not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except: (A) if Recipient is Customer, to its own employees, Permitted Users, or such other recipients as DRILLboss may approve in writing; or (B) if Recipient is DRILLboss, to its and its Affiliate’s employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns, or such other recipients as Customer may approve in writing, provided that any person described in Section 10(b)(i)(A) or Section 10(b)(i)(B) must have a “need to know” for the purposes of receiving or providing the DRILLboss Offering or otherwise performing obligations or exercising rights under this Agreement, be informed of the confidential nature of the Confidential Information, be directed to hold the Confidential Information in confidence and agree in writing, or otherwise be legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;

(ii)not use Confidential Information of Discloser or permit it to be used for any purpose except to exercise its rights or perform its obligations under this Agreement;

(iii)not alter or remove from any Confidential Information of Discloser any proprietary legend; and

(iv)take measures to protect the confidentiality and security of the Confidential Information of Discloser that are no less stringent than the measures it takes to protect its own Confidential Information of comparable sensitivity.

(c)Exceptions to Confidentiality. Notwithstanding Section 10(b), Recipient may disclose Discloser’s Confidential Information:

(i)if and to the extent legally compelled or required by a Governmental or Regulatory Authority or otherwise required by Applicable Law, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Law from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) reasonably cooperate with Discloser in assisting Discloser to protect against or limit any such disclosure, including, where feasible, obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;

(ii)to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or

(iii)in the case of DRILLboss, to potential assignees, acquirers or successors of DRILLboss if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of DRILLboss.

(d)Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 10 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 10 and to the specific enforcement of the terms of this Section 10, in addition to any other remedy to which Discloser would be entitled.

(e)Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 14(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, DRILLboss may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 10. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 10.

11Customer Warranty; Disclaimer

(a)Customer Warranty. Customer represents, warrants, and covenants to DRILLboss that Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to the Customer Data (including Customer Personal Information) and the Customer Trademarks (including the White-Label Brand) for DRILLboss to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Law, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform DRILLboss immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.

(b)DISCLAIMER. CUSTOMER ACKNOWLEDGES THAT THE DRILLBOSS OFFERING IS A PLANNING AND DECISION-SUPPORT TOOL AND THAT DRILLING OPERATIONS ARE HIGH RISK ACTIVITIES. DRILLBOSS DOES NOT WARRANT THAT THE DRILLBOSS OFFERING, PROFESSIONAL SERVICES OR SUPPORT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DRILLBOSS OFFERING, PROFESSIONAL SERVICES OR SUPPORT SERVICES EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE DRILLBOSS OFFERING, PROFESSIONAL SERVICES OR SUPPORT SERVICES (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY DRILLBOSS TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY PRODUCT IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY PRODUCT PROVIDER.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, DRILLBOSS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, DRILLBOSS EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT: (I) ANY DATA, INFORMATION, RECOMMENDATIONS, FORECASTS, COST ESTIMATES OR OTHER OUTPUTS PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE DRILLBOSS OFFERING, PROFESSIONAL SERVICES OR SUPPORT SERVICES (OR ANY PART OF THEM), INCLUDING ANY OUTPUTS GENERATED USING ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING, IS ACCURATE, COMPLETE OR RELIABLE; OR (II) SUCH DATA, INFORMATION, RECOMMENDATIONS, FORECASTS, COST ESTIMATES OR OTHER OUTPUTS CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER WITHOUT INDEPENDENT VERIFICATION BY QUALIFIED PERSONNEL.

12Indemnities

(a)DRILLboss Indemnity.

(i)DRILLboss will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Claims by a third party (other than an Affiliate of a Customer Indemnitee) that arise from or relate to any allegation that the DRILLboss Offering infringes any third party Intellectual Property Rights. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of the DRILLboss Offering into, or any combination, operation, or use of the DRILLboss Offering with, any products or services not provided or authorized by DRILLboss; (B) modification of the DRILLboss Offering other than by DRILLboss or with DRILLboss’s express written approval; (C) unauthorized use of the DRILLboss Offering; (D) the White-Label Brand or any Customer Trademarks; (E) any Pilot, other than a Pilot for which Customer pays the Fees specified in an Order Form; or (F) Losses covered by the Customer’s indemnity obligations in Section 12(b). THIS SECTION 12(a) IS DRILLBOSS’S SOLE AND EXCLUSIVE LIABILITY, AND ANY CUSTOMER INDEMNITEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

(ii)If the DRILLboss Offering is, or in DRILLboss’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights, or if Customer’s use of the DRILLboss Offering is enjoined or threatened to be enjoined, DRILLboss may, at its option and sole cost and expense:

(A)obtain the right for Customer to continue to use the DRILLboss Offering materially as contemplated by this Agreement;

(B)modify or replace the DRILLboss Offering, in whole or in part, to seek to make the DRILLboss Offering (as so modified or replaced) non-infringing, in which case such modifications or replacements will constitute the DRILLboss Offering under this Agreement; or

(C)if DRILLboss determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by DRILLboss and DRILLboss’s sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to the DRILLboss Offering that were to be provided after the effective date of termination.

THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.

(b)Customer Indemnity. Customer will defend, indemnify and hold harmless DRILLboss, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “DRILLboss Indemnitee”) from and against any and all Losses incurred by a DRILLboss Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a DRILLboss Indemnitee) that arise from or relate to: (i) Customer Data; (ii) breach of the AUP by Customer or any of its Permitted Users; (iii) unauthorized use of the DRILLboss Offering by Customer or any of its Permitted Users, including by any Affiliate of Customer or any contractor, consultant or service provider acting on Customer’s behalf; (iv) DRILLboss’s use or display of the White-Label Brand in accordance with this Agreement; or (v) any Customer Application, including its distribution to or use by any third party.

(c)Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 12. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 12(c) will not relieve the Indemnitor of its indemnity obligations under this Section 12 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

13Limitation of Liability

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

(a)AMOUNT. EXCEPT AS SET OUT IN SECTION 2(j), IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF DRILLBOSS IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE DRILLBOSS OFFERING IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE LOSSES. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL DRILLBOSS’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

(b)TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL DRILLBOSS BE LIABLE TO CUSTOMER OR ANY OF ITS PERMITTED USERS FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

14Term and Termination

(a)Term. This Agreement will commence on the Effective Date and continue to be in effect for a period of one year (the “Initial Term”), unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew for successive periods of one year (each a “Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term. Notwithstanding any notice of non-renewal, if any Order Form remains in effect at the end of the then current Term, this Agreement will continue in effect until the expiry or termination of the last Order Form then in effect. Notwithstanding the foregoing, if the only Order Form then in effect is an Order Form for a Pilot, this Agreement will not automatically renew and will expire at the end of the applicable Pilot Period unless, on or before that date, the Parties have executed a further Order Form, in which case this Agreement will continue for the balance of the then current Term and will renew in accordance with this Section 14(a).

(b)Termination for Cause. Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events:

(i)the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer’s payment obligations under Section 9) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately;

(ii)the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or

(iii)any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.

(c)Effect of Termination. Upon the effective date of the expiration or termination of this Agreement (the “Termination Effective Date”):

(i)Customer will immediately cease (and ensure that all its Permitted Users immediately cease) accessing or using the DRILLboss Offering and uninstall the DRILLboss Downloadable Applications from Customer Systems;

(ii)Customer will immediately cease all use of the DRILLboss API and delete all copies of the API Keys in its possession or control;

(iii)Customer will return any DRILLboss Property (excluding Customer Output) in its possession and certify in writing to DRILLboss that the DRILLboss Property has been returned;

(iv)no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate;

(v)all Fees due and payable and any amounts due to DRILLboss are immediately due and are to be immediately paid by Customer to DRILLboss. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund; and

(vi)if Customer requests in writing at any time prior to, or within 30 days after, the Termination Effective Date, and provided that Customer has paid all Fees due and payable as at the Termination Effective Date, DRILLboss will make all Customer Data available to Customer for electronic retrieval for a period of 30 days commencing on the later of the date of Customer’s request and the Termination Effective Date (the “Retrieval Period”). Customer Data will be made available in the standard export formats of the DRILLboss Offering, being structured data in CSV or JSON format and reports in PDF or Excel format, and in any other format only if and to the extent expressly provided in an Order Form. DRILLboss will delete any Customer Data that remains in the production systems used by DRILLboss to provide the DRILLboss SaaS Services within 30 days after the end of the Retrieval Period, and will purge any Customer Data that remains in its backups, archives and disaster recovery systems within 90 days after that, in each case unless a shorter period is expressly specified in an Order Form. Notwithstanding anything to the contrary in this Agreement, DRILLboss may retain Customer Data to the extent and so long as required by Applicable Law, provided that all such retained Customer Data will remain subject to all confidentiality requirements of this Agreement.

(d)Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 2(b); Section 2(j) (Pilots), Section 3 (Reservation of Rights and License Grants), Section 9 (Fees and Payment), Section 10 (Confidential Information), Section 11 (Customer Warranty; Disclaimer), Section 12 (Indemnities), Section 13 (Limitation of Liability), Section 15 (General Provisions), Section 14(c) (Effect of Termination) and this Section 14(d) (Survival).

15General Provisions

(a)Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to DRILLboss, to the following address:

Address:
Box 21 Site 10 RR 2
Carstairs, AB T0M 0N0
Attention: Brad Mills, Chief Operating Officer
Email: brad@drillboss.ai

and (ii) if to Customer, to the current postal or email address that DRILLboss has on file with respect to Customer. DRILLboss may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with DRILLboss current at all times during the Term.

(b)Assignment. Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of DRILLboss. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. DRILLboss may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

(c)Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Alberta and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Calgary, Alberta Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, DRILLboss may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of DRILLboss’s Intellectual Property Rights or Section 10 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

(d)Export Restrictions. Neither Customer nor any of its Permitted Users are listed under any Canadian economic sanctions law or regulation or owned or controlled by any such person. Customer will not allow access to the DRILLboss Offering other than in accordance with the terms of this Agreement. DRILLboss makes no representation or warranty that the DRILLboss Offering may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.

(e)Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.

(f)Force Majeure Event. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the DRILLboss Offering or which would make the provision of the DRILLboss Offering economically unviable (“Force Majeure Event”). This Section does not apply to any of Customer’s obligations under Sections 9 (Fees and Payment). In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

(g)Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

(h)Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(i)Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

(j)Entire Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and sets out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the DRILLboss Offering, Professional Services or Support Services; and (ii) do not override or form a part of this Agreement (including any Order Form).

(k)Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, DRILLboss may unilaterally amend this Software-As-A-Service Agreement, in whole or in part (each, an “Amendment”), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by DRILLboss, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier). Notwithstanding the foregoing, if an Order Form expressly specifies that Amendments do not take effect during the term of that Order Form, any Amendment will not apply to that Order Form until the commencement of its next renewal term.

(l)Customer Lists. DRILLboss may identify Customer by name and logo as a DRILLboss customer on DRILLboss’s website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.

(m)Order of Precedence. To the extent of a conflict between this Software-As-A-Service Agreement and any Order Forms, attachments or exhibits attached hereto:

(i)with respect to the Processing of Personal Information, the Data Processing Addendum attached as Exhibit C will prevail;

(ii)in respect of Section 3 (Reservation of Rights and License Grants), Section 4 (Privacy), Section 10 (Confidential Information), Section 11 (Customer Warranty; Disclaimer), Section 12 (Indemnities), Section 13 (Limitation of Liability), Section 14(d) (Survival) and Section 15 (General Provisions, including this Section 15(m)), this Software-As-A-Service Agreement will prevail; and

(iii)for all other Sections, unless the Order Form expressly states that it modifies or varies this Software-As-A-Service Agreement, this Software-As-A-Service Agreement will prevail.

(n)English Language. DRILLboss has offices and carries out certain activities contemplated under this Agreement in Calgary, Alberta. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the Parties in the context of the performance of this Agreement be in English only. DRILLboss possède des bureaux et exerce certaines des activités envisagées aux termes de la Convention à Calgary, Alberta. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.

EX AService Levels

1.Any capitalized terms in this Exhibit A that are not defined will have the meanings set out in the Agreement. For the purposes of this Exhibit A:

(a)“Available” means the DRILLboss SaaS Services are available to perform their material functionality when required.

(b)“Downtime” means time other than Excluded Downtime during which the DRILLboss SaaS Services are not Available, and such Downtime will commence from the time that DRILLboss receives written notice from Customer of such Downtime.

(c)“Service Availability Failure” means a failure of the DRILLboss SaaS Services to meet the Uptime Requirement as a result of Downtime.

2.During the Term after DRILLboss has confirmed that DRILLboss SaaS Services are available for production use by Permitted Users, DRILLboss will make the DRILLboss SaaS Services Available 99.5% of the time (excluding Excluded Downtime), as measured on a monthly basis (“Uptime Requirement”).

3.Customer’s sole and exclusive remedy, and DRILLboss’s entire liability, in connection with a Service Availability Failure will be that DRILLboss will credit to Customer’s account 5% of Fees for the DRILLboss SaaS Services attributable to the month the Service Availability Failure occurs (a “Service Credit”).

4.In order to receive a Service Credit, Customer must notify DRILLboss in writing within 48 hours from the end of the applicable calendar month during which the Service Availability Failure occurred. Failure to provide such notice will forfeit Customer’s right to receive a Service Credit for such Service Availability Failure. Service Credits may not be redeemed for cash. DRILLboss will only apply the Service Credit to the Fees for the month in which the Service Availability Failure occurred.

EX BDRILLboss App for iOS

1.Access Through DRILLboss App for iOS

If Customer accesses or uses the DRILLboss Offering, Professional Services or Support Services through the application DRILLboss or its Affiliates made available for download from the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) application store (the “DRILLboss App for iOS”) the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement in respect of Customer’s access to or use of the DRILLboss Offering, Professional Services or Support Services through the DRILLboss App for iOS:

(a)the Parties acknowledge this Agreement is concluded between the Parties, and not with Apple and Apple is not responsible for the DRILLboss Offering, Professional Services or Support Services and content thereof is governed by this Agreement;

(b)notwithstanding anything to the contrary hereunder, Customer may use the DRILLboss App for iOS only on an Apple device;

(c)the Parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the DRILLboss Offering, Professional Services or Support Services (including the DRILLboss App for iOS);

(d)in the event of any failure of the DRILLboss App for iOS to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the DRILLboss App for iOS (if any) to Customer. Except for the foregoing, to the maximum extent permitted by Applicable Law, Apple will have no other warranty obligation whatsoever with respect to the DRILLboss Offering, Professional Services or Support Services (including the DRILLboss App for iOS), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by this Agreement;

(e)any claim in connection with the DRILLboss Offering, Professional Services or Support Services related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by this Agreement, and Apple is not responsible for such claim;

(f)any third party claim that the DRILLboss Offering, Professional Services or Support Services or Customer’s possession and use of the DRILLboss App for iOS infringes that third party’s Intellectual Property Rights will be governed by this Agreement, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim;

(g)Customer represents and warrants that Customer is not: (i) located in any region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; or (ii) listed on any U.S. Government list of prohibited or restricted parties;

(h)Customer may contact DRILLboss in writing regarding any notices, questions, complaints or claims with respect to the DRILLboss Offering, Professional Services or Support Services (including DRILLboss App for iOS) by emailing support@drillboss.ai; and

(i)Apple is a third party beneficiary to this Agreement and may enforce this Agreement against Customer.

EX CData Processing Addendum

This data processing addendum (this “Data Processing Addendum”) is entered into between DRILLboss.AI Inc. (“DRILLboss”) and the customer that accepts the Software-As-A-Service Agreement (the “Customer”). By clicking “I Agree”, by otherwise accepting the Software-As-A-Service Agreement, or by accessing, downloading, installing or otherwise using the DRILLboss Offering, Customer agrees to be bound by this Data Processing Addendum. No signature is required for this Data Processing Addendum to be binding on the Parties.

This Data Processing Addendum forms part of, and is incorporated into, the Software-As-A-Service Agreement between DRILLboss and Customer, and takes effect on the Effective Date of the Software-As-A-Service Agreement. This Data Processing Addendum applies to the Processing of Personal Information by DRILLboss in connection with the DRILLboss Offering, the Professional Services and the Support Services (collectively, the “Services”). In the event of any conflict or inconsistency between the Software-As-A-Service Agreement and this Data Processing Addendum, the terms and conditions of this Data Processing Addendum are paramount and will control. Except to the extent expressly superseded or modified in this Data Processing Addendum, the terms and conditions of the Software-As-A-Service Agreement will apply to this Data Processing Addendum and remain in full force and effect.

Unless otherwise provided, a capitalized term that is not defined in this Data Processing Addendum has the meaning given to it in the Software-As-A-Service Agreement, and the words and expressions in, and the rules of interpretation of, the Software-As-A-Service Agreement have the same meaning in this Data Processing Addendum.

1.Definitions

1.1.“Personal Information” means information about an identifiable individual that is transferred to or otherwise shared with DRILLboss in connection with the Services.

1.2.“Privacy Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, theft, or unauthorized access to or disclosure of Personal Information.

1.3.“Privacy Law” means applicable federal and provincial privacy laws, which may include, as applicable, Canada’s Personal Information Protection and Electronic Documents Act, SC 2000, c.5, British Columbia’s Personal Information Protection Act, SBC 2003, c 63, Alberta’s Personal Information Protection Act, SA 2003, c P-6.5 and Quebec’s Act respecting the protection of personal information in the private sector, CQLR c P-39.1.

1.4.“Process” means to collect, use, modify, retrieve, disclose, retain, store, delete, manage or otherwise handle.

2.Data Processing and Security Responsibilities

2.1.Customer and DRILLboss shall each comply with all Privacy Law that applies to it in relation to any Personal Information Processed in connection with the Software-As-A-Service Agreement (including this Data Processing Addendum).

2.2.Customer represents and warrants that it has:

a)obtained and provided, and shall continue to obtain and provide, all necessary consents and notices, and otherwise has and continues to have all necessary authority, to permit DRILLboss to perform its obligations and exercise its rights in connection with the Processing of Personal Information under the Software-As-A-Service Agreement (including this Data Processing Addendum), and shall inform DRILLboss immediately if any such consents or authority are withdrawn or can no longer be relied upon; and

b)ensured and shall continue to ensure that all Personal Information Processed by DRILLboss is accurate and up-to-date, and limited to what is necessary to enable DRILLboss to perform its obligations and exercise its rights under the Software-As-A-Service Agreement (including this Data Processing Addendum).

2.3.In the course of Processing Personal Information, DRILLboss shall:

a)except as otherwise permitted herein, only Process Personal Information for the purpose of rendering the Services and as otherwise instructed by Customer in writing from time to time or as required or permitted by Applicable Law;

b)not transfer or disclose any Personal Information to any third party except as (i) permitted under the Software-As-A-Service Agreement (including as contemplated by clause 4 of this Data Processing Addendum), (ii) otherwise authorized by the Customer in writing, or (iii) required under Applicable Law (in which case Clause c) below shall apply);

c)where any transfer or disclosure of Personal Information is required by a Governmental or Regulatory Authority or Applicable Law, provide reasonable notice to Customer of such compelled disclosure (except where legally prohibited from providing such notice) so that Customer has an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order;

d)except to the extent legally prohibited, promptly notify Customer in writing of any enquiry or complaint received from an individual relating to the individual’s rights under Privacy Law, and, taking into account the nature of DRILLboss’s Processing of Personal Information, provide reasonable assistance to enable Customer to respond to such enquiry or complaint in compliance with applicable Privacy Law;

e)implement reasonable physical, technical and organizational security measures appropriate to the sensitivity of the Personal Information that are designed to protect Personal Information against loss, theft, damage and unauthorized or unlawful access, use, disclosure or destruction (the “Security Measures”).

f)authorize access to Personal Information only by those employees and agents (i) who need to have access to the Personal Information in connection with performing DRILLboss’s rights or obligations as set out in the Software-As-A-Service Agreement (including this Data Processing Addendum), (ii) who have agreed in writing, or are otherwise legally bound, to protect the confidentiality and security of the Personal Information.

3.Audit Rights

DRILLboss shall provide to Customer (or its representatives) reasonably requested information as necessary to demonstrate DRILLboss’s compliance with this Data Processing Addendum.

4.Sub-processing

Customer acknowledges and agrees that DRILLboss will use sub-processors to Process Personal Information. DRILLboss shall enter into a written agreement with each such sub-processor that imposes obligations on the sub-processor that are substantially similar to those imposed on DRILLboss under this Data Processing Addendum.

5.Privacy Breach Notification

DRILLboss shall notify Customer in writing without undue delay upon DRILLboss becoming aware of a Privacy Breach. DRILLboss shall take any necessary measures and actions to remedy or mitigate the effects of the Privacy Breach to the extent within DRILLboss’s control and shall keep Customer informed of material developments in connection with the Privacy Breach.

6.Return or Destruction

Upon the termination or expiration of the Software-As-A-Service Agreement or at such earlier time as instructed by Customer in writing, DRILLboss will dispose of (or, at Customer’s written request, return) the Personal Information, subject to DRILLboss’s requirements to retain Personal Information in order to comply with its legal or regulatory obligations under Applicable Law or as otherwise necessary in the context of any disputes or litigation. In such event, DRILLboss warrants that it will continue to protect the confidentiality of the Personal Information in accordance with Applicable Law.