Version 24 September 2026
This Sanctions and Export Compliance Policy (this "Policy") is issued by Pallarium, a prototype service run before incorporation by its founder (the "Company"), or, before its incorporation, by the person described in Section 3.4. This Policy may be referred to in the Agreement, in any Incorporated Document or in any Policy as the "Sanctions Policy" or as the "Sanctions and Export Compliance Policy". This Policy forms part of the Agreement. It binds every Customer, every Authorised User, every Tester and every other person who accesses the Site, the Service, any Non-Public Environment or any Output, Document or Saved Calculation, from the first access and for so long as any obligation under it remains to be performed.
1.1 Capitalised terms used and not defined in this Policy have the meanings given in the Master Terms of Service. In this Policy the following capitalised terms have the following meanings:
(a) "Annex II Software" means software of any of the kinds listed in Annex II to Council Regulation (EU) No 833/2014, including software for reservoir exploration and calculation, drilling software, planning software for drilling processes, software for the trajectory of drilling processes, real-time well monitoring software and observation and safeguarding software in oil and gas production.
(b) "Annex XIX Entity" means any legal person, entity or body listed in Annex XIX to Council Regulation (EU) No 833/2014, any legal person, entity or body established outside the European Union whose proprietary rights are directly or indirectly owned for more than fifty per cent by such a listed entity, and any legal person, entity or body acting on behalf or at the direction of either of them.
(c) "Blocked Person" means any person (i) whose property and interests in property are blocked under Sanctions administered by OFAC; (ii) whose funds and economic resources are frozen, or to whom funds or economic resources may not be made available, under Sanctions of the European Union, the United Kingdom or the United Nations Security Council; or (iii) owned, directly or indirectly, individually or in the aggregate, fifty per cent or more by, or controlled by, one or more persons described in (i) or (ii).
(d) "Business Day" means a day other than a Saturday, a Sunday or a public holiday in the State of Delaware.
(e) "Competent Authority" means the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce, the U.S. Department of State, the U.S. Department of Justice, the European Commission, the competent authority of any Member State of the European Union, any authority of the United Kingdom responsible for the implementation or enforcement of Sanctions or Export Control Laws, any committee of the United Nations Security Council, and any other governmental, regulatory, law-enforcement or judicial authority with jurisdiction over a Relevant Person or over the Company.
(f) "Directive 4 Person" means any person determined to be subject to Directive 4 under Executive Order 13662 of 20 March 2014, or to any earlier version of that Directive, and any person whose property or interests in property are the subject of that Directive.
(g) "EAR" means the Export Administration Regulations, 15 C.F.R. Parts 730 to 774.
(h) "Export Control Laws" has the meaning given in the Master Terms of Service and, for the purposes of this Policy, includes all laws, regulations, orders, licences and other measures governing the export, re-export, transfer (in-country), release, import, brokering, provision, end use and end user of goods, software, technology, technical data and services, including the EAR, Regulation (EU) 2021/821, the export control legislation of the United Kingdom, and the export control laws of every other jurisdiction applicable to a Relevant Person or to the Company.
(i) "Government of Russia" means the Government of the Russian Federation, any political subdivision, agency or instrumentality of it, including the Central Bank of the Russian Federation, and any person owned, controlled or directed by, or acting for or on behalf of, any of them.
(j) "Listed Person" means any person named on, or subject to any restriction by reason of being named on, any of the following, as amended from time to time: (i) the List of Specially Designated Nationals and Blocked Persons, the Sectoral Sanctions Identifications List and every other list of persons maintained by OFAC; (ii) the Entity List, the Denied Persons List, the Military End-User List and every other list of persons maintained by the Bureau of Industry and Security of the U.S. Department of Commerce; (iii) Annex I to Council Regulation (EU) No 269/2014, Annexes IV and XIX to Council Regulation (EU) No 833/2014, and every other list of persons subject to restrictive measures of the European Union; (iv) the UK Sanctions List; (v) every list of persons subject to sanctions measures of the United Nations Security Council; and (vi) every other list of persons subject to Sanctions or Export Control Laws applicable to a Relevant Person or to the Company.
(k) "Master Terms of Service" means the Master Terms of Service published by the Company on the Site, in the Version applicable to the relevant person.
(l) "OFAC" means the Office of Foreign Assets Control of the U.S. Department of the Treasury.
(m) "Person Located in Russia" means (i) any individual who is in Russia; (ii) any individual who is ordinarily resident in Russia; (iii) any legal person, entity or body incorporated, organised, constituted, established or domiciled under the laws of, or in, Russia or any jurisdiction within Russia, including any branch, representative office or other establishment without separate legal personality of any such legal person, entity or body, wherever situated; and (iv) the Government of Russia.
(n) "Person Located in Belarus" has the meaning given in paragraph (m), with every reference to Russia and to the Government of Russia read as a reference to the Republic of Belarus and to its government.
(o) "Petroleum Operation" means any activity relating to the exploration, appraisal, development, drilling, completion, stimulation, sidetracking, artificial lift, improved or enhanced recovery, production, processing, refining, storage, maintenance, testing, inspection, transportation, purchase, sale or marketing of crude oil, natural gas, natural gas liquids or petroleum products, and any service, software, technology, equipment, calculation, specification or document relating to any of them.
(p) "Prohibited End Use" has the meaning given in Section 9.1.
(q) "Prohibited Project" has the meaning given in Section 9.2.
(r) "Recipient" means each person, other than a Relevant Person, to whom any Output, Document, Saved Calculation or Request for Quotation is sent, disclosed or otherwise made available by or on behalf of the Customer, any Authorised User or any Tester, including any Supplier.
(s) "Relevant Person" means each of (i) the Customer; (ii) each Authorised User; (iii) each Tester; (iv) each Affiliate of the Customer that has access to the Service or to any Output, Document or Saved Calculation; (v) each person that owns, directly or indirectly, twenty-five per cent or more of, or controls, the Customer; and (vi) each person for whose benefit or on whose behalf the Service is accessed or used.
(t) "Restricted Person" has the meaning given in Section 7.1.
(u) "Restricted Territory" has the meaning given in Section 6.1.
(v) "Russia" means the Russian Federation, including its territorial sea, its exclusive economic zone and its continental shelf, and any maritime area claimed by the Russian Federation and extending from its territory.
(w) "Russia-Related Measures" means all Sanctions and Export Control Laws that restrict dealings with, services to, exports to, or activities in or for use in Russia or Belarus, or with the Government of Russia, any Person Located in Russia or any Person Located in Belarus, including the instruments listed in Annex 2.
(x) "Sanctions" has the meaning given in the Master Terms of Service and, for the purposes of this Policy, includes all economic, financial and trade sanctions, embargoes and restrictive measures enacted, administered, imposed or enforced by the United States (including by OFAC and the U.S. Department of State), the European Union or any of its Member States, the United Kingdom, the United Nations Security Council, or any other governmental authority with jurisdiction over a Relevant Person or over the Company.
(y) "Screening" means any check, search, review, verification, assessment or enquiry carried out by or for the Company for the purposes of this Policy, whether automated or manual, including any comparison of any name, address, email address or domain, Internet Protocol address, country, registration number, ownership structure, payment instrument, Well, field, licence area, operator, Supplier, Recipient or other information against any Listed Person, Restricted Territory, Prohibited End Use, Prohibited Project or other criterion.
(z) "Trade Control Laws" means Sanctions, Export Control Laws and the anti-boycott laws of the United States.
(aa) "U.S. Person" means any United States citizen, any lawful permanent resident of the United States, any entity organised under the laws of the United States or any jurisdiction within the United States (including foreign branches), and any person in the United States.
2.1 In this Policy: (a) "including", "include" and "in particular" are illustrative and do not limit the generality of the preceding words; (b) a reference to a law, regulation, order, determination, directive, general licence, list or other instrument is a reference to it as amended, supplemented, extended, consolidated, replaced or re-enacted from time to time, and to every instrument made under it; (c) "directly or indirectly" includes by or through any Affiliate, subsidiary, parent, agent, intermediary, nominee, reseller, contractor, trustee, account, device, network, proxy, virtual private network, relay or other person or means; (d) "owned or controlled" is to be determined in accordance with whichever of the Trade Control Laws applicable to the Company produces the widest result, and ownership interests held by two or more persons are aggregated; (e) "person" includes any individual, legal person, entity, body, partnership, association, trust, joint venture, government, political subdivision, agency or instrumentality; (f) "for use in" a place includes use in, from, for the benefit of, or in connection with any Well, field, licence area, facility, project or Petroleum Operation situated in that place; (g) a reference to the Service includes every part of it, including every Calculator, the Account, Saved Calculations, the Directories, the Well Library, the Sources Page and every Non-Public Environment; and (h) headings are for convenience only.
2.2 Each obligation, representation, restriction, right and remedy in this Policy is in addition to, and does not limit, every other provision of the Agreement.
2.3 A Restricted Territory, a Listed Person or any other status of a person under Trade Control Laws is determined as at the time of each access, act, transaction or omission, and not only as at the date on which the Agreement was formed.
3.1 This Policy applies to the Site, the Service, every Calculator, every Output, every Document, every Request for Quotation, every Justification, every Saved Calculation, every Account, the Directories, the Well Library, the Sources Page, every Non-Public Environment, every Evaluation Access, every Confidentiality Undertaking, every Order and Plan, every payment, every support or other communication, every email sent by or to the Company, every printed or electronic material issued by or for the Company, and every demonstration, meeting, exhibition, conference or other event at which the Company or the Service is represented.
3.2 This Policy applies whether or not a fee is charged, whether or not an Account is opened, and whether the Service is accessed in a public environment or in a Non-Public Environment.
3.3 This Policy is an Incorporated Document and a Policy for the purposes of the Master Terms of Service, supplements Section 21 of the Master Terms of Service, and takes the place assigned to it in the order of precedence in Section 2.3 of the Master Terms of Service. Section 2.4 of the Master Terms of Service applies to this Policy and to Section 21 of the Master Terms of Service: each applies to the fullest extent of its terms, and neither limits the other. Every breach of this Policy is also a breach of Section 21 of the Master Terms of Service.
3.4 Where this Policy applies before Pallarium is incorporated, Section 3.9 of the Master Terms of Service applies to it: every reference in this Policy to the Company is to its founder, acting in an individual capacity, and every right, discretion, record and protection of the Company under this Policy is held and may be exercised by that individual and, upon the assignment and assumption provided for in that Section, by Pallarium. Every representation, warranty and undertaking given under this Policy before that incorporation is given to, and continues for the benefit of, both of them. A person admitted to the Service, to any Evaluation Access or to any Confidentiality Undertaking before that incorporation is admitted on the basis that the Trade Control Laws of the United States apply to it as they apply to a person dealing with Pallarium.
4.1 The Company conducts its business in compliance with the Trade Control Laws of the United States, of the European Union and its Member States, of the United Kingdom and of the United Nations Security Council, including the Sanctions administered by OFAC, the EAR, Council Regulation (EU) No 833/2014 and Council Regulation (EU) No 269/2014, and applies each of them to the Service, whether or not it applies to the Company, to the Service or to the relevant dealing as a matter of law.
4.2 The Company does not offer, market, sell, license, supply, provide or make available the Service or any part of it to, or for the benefit of, any Restricted Person, in or for use in any Restricted Territory, or for any Prohibited End Use or Prohibited Project.
4.3 Nothing in the Agreement obliges the Company to provide the Service, or to do or refrain from doing any other thing, where doing so would, or in the Company's opinion might, breach any Trade Control Law or expose any Company Party to any Sanction, penalty, designation, investigation or other adverse measure under any Trade Control Law.
5.1 The Service is hosted on servers located in the European Union and is provided in whole or in part from within the European Union. The Customer acknowledges that the restrictive measures of the European Union apply to, and are in any event applied by the Company to, every dealing concerning the Service.
5.2 Pallarium is organised under the laws of the State of Delaware. The Customer acknowledges that the Sanctions and Export Control Laws of the United States apply to, and are in any event applied by the Company to, every dealing concerning the Service, including every dealing before the incorporation of Pallarium.
5.3 The Company applies every Russia-Related Measure to the Service, to every Output and to every Document as if that measure applied to them, irrespective of whether any of them falls within the category of services, software or technology to which the measure refers, and without any admission as to that category. The references in Section 8 and in Annex 2 to categories of services, software and technology are references to the terms of the measures concerned and do not describe the Service, any Output or any Document. Nothing in this Policy affects the Screening Results Terms or the provisions of the Master Terms of Service concerning the nature of the Outputs.
5.4 The Company makes no representation as to the classification of the Service, any Company Materials, any Output or any Document under any Export Control Law, including as to any export control classification number, any designation as not subject to the EAR, or the availability of any licence exception, general licence or authorisation. The Customer is solely responsible for determining the classification of, and every licence required for, any export, re-export, transfer, release or other dealing by any Relevant Person in any Output or Document.
6.1 "Restricted Territory" means (a) each country or territory listed in Annex 1; (b) any other country, territory or region that is, or whose government is, the subject or target of Sanctions that broadly prohibit dealings with that country, territory or region; and (c) any other country, territory or region that the Company designates as a Restricted Territory by notice on the Site.
6.2 For the purposes of this Policy, Russia and the Republic of Belarus are Restricted Territories, whether or not any Trade Control Law prohibits the relevant dealing.
6.3 The Company may add any country, territory or region to Annex 1, or treat it as a Restricted Territory, at any time and with immediate effect. The removal of any country, territory or region from Annex 1 has effect only from the publication of a new Version.
6.4 Every Sanctioned Territory within the meaning of Section 21.1 of the Master Terms of Service is a Restricted Territory. Wherever the Agreement refers to a Sanctioned Territory, that reference includes every Restricted Territory.
7.1 "Restricted Person" means any person that is:
(a) a Listed Person;
(b) a Blocked Person;
(c) a Directive 4 Person;
(d) an Annex XIX Entity;
(e) a Person Located in Russia or a Person Located in Belarus;
(f) located, organised, established or ordinarily resident in, or a national resident of, a Restricted Territory, or the government of a Restricted Territory or any political subdivision, agency or instrumentality of it;
(g) owned, directly or indirectly, individually or in the aggregate, fifty per cent or more by, or controlled by, one or more persons described in paragraphs (a) to (f);
(h) a person with whom a U.S. Person, a person within the European Union, a national of a Member State of the European Union, a legal person incorporated in a Member State of the European Union or a United Kingdom person is prohibited from dealing, or from dealing in the relevant manner, under any Trade Control Law;
(i) a person whose export privileges have been denied, suspended or revoked by any Competent Authority; or
(j) acting for or on behalf of, at the direction of, or for the benefit of, any person described in paragraphs (a) to (i).
7.2 A person is a Restricted Person whether or not it is named on any list, whether or not the Company has knowledge of that status, and whether or not a general or specific licence or authorisation of any Competent Authority may be available in respect of any dealing with it, unless the Company has agreed in writing, after its own review, to rely on such a licence or authorisation in respect of that person.
7.3 The nationality of an individual does not of itself make that individual a Restricted Person.
7.4 Every Restricted Person within the meaning of Section 21.1 of the Master Terms of Service, of any Confidentiality Undertaking or of any other part of the Agreement is a Restricted Person. Wherever the Agreement refers to a Restricted Person, that reference includes every person described in Section 7.1.
8.1 The Customer acknowledges that the Russia-Related Measures include measures that:
(a) prohibit the provision, directly or indirectly, of engineering, engineering-related scientific and technical consulting, technical testing and analysis, and information technology consultancy services to the Government of Russia and to legal persons, entities and bodies established in Russia;
(b) prohibit the sale, supply, transfer, export or provision, directly or indirectly, of Annex II Software, and of technical assistance and other services related to it, to any natural or legal person, entity or body in Russia or for use in Russia;
(c) prohibit any transaction, direct or indirect, with an Annex XIX Entity;
(d) prohibit the exportation, reexportation, sale or supply, directly or indirectly, by a U.S. Person, wherever located, of petroleum services, architecture and engineering services, information technology consultancy and design services, and information technology support services and cloud-based services for enterprise management software and design and manufacturing software, to any Person Located in Russia, including where the benefit of such services is ultimately received by a Person Located in Russia;
(e) prohibit any contribution or provision of funds, goods or services by, to or for the benefit of any Blocked Person;
(f) prohibit the provision by a U.S. Person of goods, services or technology in support of exploration or production for deepwater, Arctic offshore or shale projects described in Section 9.2(b);
(g) require a licence for the export, re-export or transfer of certain items subject to the EAR where there is knowledge that they will be used, directly or indirectly, in the exploration for or production of oil or gas in Russian deepwater or Arctic offshore locations or shale formations in Russia or Belarus; and
(h) prohibit any transaction that evades or avoids, has the purpose of evading or avoiding, causes a violation of, or attempts to violate, any of the foregoing, and any participation in activities the object or effect of which is to circumvent any of them.
8.2 The Company provides no part of the Service to, and no part of the Service may be accessed or used by or for, the Government of Russia, any Person Located in Russia, any Person Located in Belarus, or any person for use in Russia or Belarus.
8.3 A legal person, entity or body that is incorporated outside Russia and Belarus and is owned or controlled by a Person Located in Russia or a Person Located in Belarus may be refused access to the Service in the Company's sole discretion. Where such access is granted, it is granted on the condition, which is a representation and warranty of the Customer, that no part of the Service and no Output, Document or Saved Calculation will be used for the benefit of, or made available to, any Person Located in Russia or Person Located in Belarus, or used for any Well, field, licence area, facility, project or Petroleum Operation in or for use in Russia or Belarus.
9.1 "Prohibited End Use" means any access to or use of the Service, or any use of any Output, Document or Saved Calculation, directly or indirectly:
(a) in, for, or in connection with any Prohibited Project;
(b) in or for use in any Restricted Territory, or for the benefit of any Restricted Person;
(c) in connection with any military end use or military end user, or any activity relating to the development, production, handling, operation, maintenance, storage, detection, identification or dissemination of nuclear, chemical or biological weapons or missiles capable of delivering them;
(d) in connection with any Petroleum Operation (i) in which one or more Blocked Persons, Annex XIX Entities or Directive 4 Persons hold, directly or indirectly, individually or in the aggregate, a fifty per cent or greater interest; (ii) that any Blocked Person or Annex XIX Entity operates or controls; or (iii) for which any Blocked Person or Annex XIX Entity acts as contractor, purchaser or counterparty to the Customer or to any Recipient, save, in each case, as the Company has agreed in writing after its own review;
(e) for the purpose of preparing, supporting, pricing, tendering for, procuring or performing any contract, supply or service that is prohibited by, or requires a licence or authorisation under, any Trade Control Law, unless such licence or authorisation has been obtained and a copy provided to the Company before the relevant use; or
(f) otherwise in violation of any Trade Control Law.
9.2 "Prohibited Project" means any of the following:
(a) the exploration for, or production of, oil or gas in Russian deepwater locations of greater than five hundred feet, in Arctic offshore locations, or in shale formations in Russia or Belarus;
(b) any deepwater, Arctic offshore or shale project (i) that has the potential to produce oil in Russia and that involves any Directive 4 Person, its property or its interests in property; or (ii) that was initiated on or after 29 January 2018, that has the potential to produce oil in any location, and in which one or more Directive 4 Persons hold a thirty-three per cent or greater ownership interest or ownership of a majority of the voting interests;
(c) any Petroleum Operation, Well, field, licence area or facility situated in Russia, in Belarus or in any other Restricted Territory, or intended for use in any of them;
(d) any Petroleum Operation, Well, field, licence area or facility situated in any region of Ukraine not under the control of the Government of Ukraine; and
(e) any project, Well, field, licence area or facility in which one or more Blocked Persons, Annex XIX Entities or Directive 4 Persons hold, directly or indirectly, individually or in the aggregate, a fifty per cent or greater interest, or that any of them operates or controls.
10.1 No Relevant Person shall, directly or indirectly:
(a) access or use the Service by means of any virtual private network, proxy, anonymising service, relay, remote desktop, shared device or other means for the purpose of concealing from the Company, or misstating to it, the location, identity or network of the person accessing the Service;
(b) provide any false, incomplete or misleading information concerning its identity, ownership, control, location, nationality, residence, business, customers, end users or intended use;
(c) open, use or permit the use of an Account for, or on behalf of, any person other than the Customer, or open an Account in the name of any nominee, intermediary or other person for the purpose of obtaining access that would not otherwise be available;
(d) forward, transmit, disclose, publish, sell, license, or otherwise make available any Output, Document, Saved Calculation, Request for Quotation or other part of the Service to or for any Restricted Person, in or for use in any Restricted Territory, or for any Prohibited End Use;
(e) divide, structure, route or present any request, calculation, Well, project, order or payment for the purpose of avoiding any Screening, any restriction in this Policy or any Trade Control Law;
(f) enter, load, save or otherwise submit to the Service any Input Data, Loaded File or other information relating to a Prohibited Project, or relating to any Well, field, licence area or facility situated in any Restricted Territory, whether or not the name, coordinates or location of that Well, field, licence area or facility is disclosed, disguised or altered;
(g) use the Service to obtain, for any Restricted Person, any service, software, technology or information that the Restricted Person could not lawfully obtain directly; or
(h) participate, knowingly or otherwise, in any activity the object or effect of which is to evade or circumvent any Trade Control Law or any provision of this Policy, or attempt, conspire, cause or facilitate any of the foregoing.
11.1 The Customer represents and warrants to the Company, on the date on which it first accesses the Service, on each day on which any Relevant Person accesses the Service, on each creation, amendment or retrieval of a Saved Calculation, on each generation of a Document, on each Order and on each payment, that:
(a) no Relevant Person is a Restricted Person;
(b) no Relevant Person is located, organised, established or ordinarily resident in, or accesses the Service from, a Restricted Territory;
(c) no Relevant Person is owned, directly or indirectly, individually or in the aggregate, fifty per cent or more by, or controlled by, one or more Restricted Persons;
(d) the Service, every Output, every Document and every Saved Calculation are accessed and used solely for the lawful business of the Customer, and not for any Prohibited End Use or Prohibited Project;
(e) no Input Data, Loaded File or other information submitted to the Service relates to any Prohibited Project or to any Well, field, licence area or facility situated in a Restricted Territory;
(f) every item of information given to the Company by or for any Relevant Person, including as to identity, ownership, control, location, business and intended use, is true, complete and not misleading;
(g) save as disclosed to the Company in writing before the relevant date, none of the Customer, any Affiliate of the Customer that has access to the Service or to any Output, Document or Saved Calculation, and any Authorised User (i) has within the preceding five years been the subject of any penalty, designation, denial order, settlement or finding of violation under any Trade Control Law; (ii) has had its export privileges denied, suspended or revoked; or (iii) is, to the Customer's knowledge after due enquiry, the subject of any pending or threatened investigation, inquiry, enforcement action or proceeding under any Trade Control Law;
(h) no payment to the Company is made by, from or through any Restricted Person, any account held in a Restricted Territory or any financial institution that is a Restricted Person;
(i) no Relevant Person is barred from receiving the Service under the laws of the United States, the European Union or any of its Member States, the United Kingdom or any other jurisdiction applicable to it; and
(j) no Output, Document, Saved Calculation or Request for Quotation has been or will be sent, disclosed or otherwise made available to any Recipient that is a Restricted Person or that is located in a Restricted Territory, or for any Prohibited End Use or Prohibited Project.
11.2 Each representation and warranty in Section 11.1 is repeated on each date referred to in that Section by reference to the facts then existing, and survives every such date.
12.1 The Customer shall, and shall procure that every other Relevant Person shall:
(a) comply with all Trade Control Laws in connection with the Service and every Output, Document and Saved Calculation;
(b) not access or use the Service, or any Output, Document or Saved Calculation, for or in connection with any Prohibited End Use or Prohibited Project;
(c) not export, re-export, transfer, release, disclose or otherwise make available the Service, any Company Materials, any Output, any Document or any Saved Calculation to any Restricted Person, to or for use in any Restricted Territory, or otherwise in violation of any Trade Control Law;
(d) implement and maintain policies, procedures and controls sufficient to ensure compliance with this Policy by every Relevant Person, including the screening of every Recipient against the lists referred to in the definition of Listed Person before any Output, Document, Saved Calculation or Request for Quotation is made available to it;
(e) impose on every Recipient obligations of use and onward transfer not less protective of the Company than Sections 10.1(d), 12.1(b) and 12.1(c);
(f) promptly provide every information, document, certificate, confirmation and statement that the Company requests for the purposes of this Policy;
(g) keep complete and accurate records of its compliance with this Policy for the longer of five years from the relevant act and the period required by any Trade Control Law, and make them available to the Company on request; and
(h) cooperate fully with the Company, and with any Competent Authority, in any review, audit, enquiry, investigation, voluntary disclosure or proceeding concerning the Service and any Trade Control Law.
13.1 The Customer shall ensure that every Authorised User has read and complies with this Policy before first accessing the Service, and is responsible for every act and omission of every Relevant Person as if it were its own.
13.2 Each Authorised User and each Tester, by accessing the Service, gives in his or her own right the representations and warranties in Sections 11.1(a), (b), (d), (e) and (f) and the undertakings in Sections 10 and 12.1(a) to (c), and accepts the rights of the Company under Parts E and I.
13.3 The Customer shall not appoint as an Authorised User, and shall immediately withdraw the access of, any individual who is, or who acts for, a Restricted Person.
14.1 The Customer shall notify the Company in writing at [CONTACT EMAIL = hello@pallarium.com] immediately, and in any event within one Business Day, upon becoming aware that:
(a) any representation or warranty in Section 11.1 is or may be untrue;
(b) any Relevant Person has become, or may become, a Restricted Person;
(c) any Relevant Person has accessed the Service from, or made any Output, Document or Saved Calculation available in, a Restricted Territory;
(d) any Output, Document or Saved Calculation has been, or may be, used for any Prohibited End Use or Prohibited Project; or
(e) any Competent Authority has made any enquiry of, or taken any action against, any Relevant Person in connection with any Trade Control Law and the Service.
14.2 A notification under Section 14.1 does not cure any breach, and does not limit any right of the Company.
15.1 The Company may conduct Screening of any Relevant Person, of any Recipient, of any Supplier, of any person named in any Input Data, Saved Calculation, Document or Request for Quotation, and of any Well, field, licence area, operator or project, at any time, before, during and after the provision of the Service, and without notice, including on any application for an Account, Evaluation Access, Confidentiality Undertaking, Order or Plan, on any creation of a Saved Calculation, on any generation of a Document, on any payment and on any change in any Listed Person list.
15.2 Screening may be carried out by the Company or by any Service Provider acting for it, using any list, register, database, publication, tool or source that the Company selects, and may use any information provided by or relating to a Relevant Person, including name, email address and domain, company name, registration number, address, country, the country associated with an Internet Protocol address, ownership and control information, payment information and the location of any Well, field, licence area or project.
15.3 The Company is not obliged to conduct any Screening, to repeat any Screening, or to inform any person of the method, criteria, sources or result of any Screening.
15.4 The Customer instructs the Company to process Customer Content, including any Personal Data contained in Saved Calculations, for the purposes of Screening and of the measures provided for in Sections 19.3, 22.3 and 30. That instruction forms part of the Documented Instructions within the meaning of the Data Processing Addendum, applies in addition to any processing required by law to which the Company is subject, and is given by the Customer as controller of that Personal Data.
16.1 The Company may require any Relevant Person, at any time, to provide within five Business Days, or such shorter period as the Company specifies where required by any Trade Control Law:
(a) evidence of identity, incorporation, registration, registered address and principal place of business;
(b) a description of ownership and control, identifying each person owning, directly or indirectly, twenty-five per cent or more of, or controlling, the Customer, and each person owning, directly or indirectly, individually or in the aggregate, fifty per cent or more of the Customer;
(c) the names, employers and locations of Authorised Users;
(d) a written statement of the intended use of the Service, identifying the Wells, fields, licence areas, facilities, operators and projects for which any Output, Document or Saved Calculation is or will be used, and their locations;
(e) the identity and location of each Recipient;
(f) a copy of any licence, authorisation or determination of any Competent Authority on which the Customer relies; and
(g) any end-use, end-user or non-diversion certificate in the form required by the Company.
16.2 Pending the provision of all information and documents required under Section 16.1 to the Company's satisfaction, the Company may refuse, suspend or restrict the Service, without liability.
17.1 The Company may restrict, block or condition access to the Site or the Service from any Internet Protocol address, network, device, email domain, country or region, including any associated with a Restricted Territory or with any anonymising, proxy or relay service, and may require any Relevant Person to access the Service only from a network or location approved by the Company.
17.2 Any attempt to circumvent any control under Section 17.1 is a material breach of the Agreement.
17.3 The absence of any control under Section 17.1 in respect of any location, network or person is not a representation or authorisation that access from or by it is permitted.
18.1 Screening is conducted solely for the protection of the Company Parties. No Screening, no result of any Screening, no grant or continuation of access, and no acceptance of any Order or payment is a representation, warranty, confirmation, clearance or authorisation to any person that any Relevant Person, Supplier, Well, field, operator, project or dealing is not restricted under any Trade Control Law.
18.2 The Customer shall not rely on the Company for the performance of any obligation of the Customer under any Trade Control Law.
19.1 No Account may be opened, held or used by or for a Restricted Person, from a Restricted Territory, or for any Prohibited End Use or Prohibited Project.
19.2 No Saved Calculation may contain, and no Relevant Person shall save, any Input Data or other information relating to a Prohibited Project or to any Well, field, licence area or facility situated in a Restricted Territory.
19.3 The Company may, without notice or liability, refuse to store, block, restrict access to, suspend, retain, preserve, segregate or delete any Account or Saved Calculation that the Company considers may be held by or for a Restricted Person, may relate to a Prohibited End Use or Prohibited Project, or may otherwise be inconsistent with this Policy or any Trade Control Law, subject to Section 30.
20.1 Every Output and every Document is made available on the condition that it is used solely in accordance with this Policy.
20.2 The generation of any Output or Document by the Service, and the naming of any Well, field, operator, country, region, method, equipment category, Supplier or other matter in any Output or Document, is not an authorisation, licence, approval, clearance or representation that any dealing, export, supply, service, project or Petroleum Operation is lawful under any Trade Control Law.
20.3 The Customer is solely responsible for every transmission, disclosure, export, re-export, transfer, release and use of any Output or Document, and for every licence and authorisation required for any of them.
21.1 A Request for Quotation is a document of the Customer. The Customer alone decides whether to send it, to whom and for which purpose, and is solely responsible for determining, before sending it or entering into any dealing with any Supplier, that the Customer, the Supplier and every other person concerned may lawfully deal with each other, and that the goods, software, technology and services concerned may lawfully be supplied to the Well, field, operator, destination and end use concerned.
21.2 The Customer shall not send any Request for Quotation, or enter into any dealing arising from any Output, Document or Directory entry, (a) with or for any Restricted Person; (b) for delivery to, or use in, any Restricted Territory; (c) for any Prohibited End Use or Prohibited Project; or (d) where any licence or authorisation required under any Trade Control Law has not been obtained.
21.3 The Company does not act as agent, broker, intermediary, facilitator or representative of the Customer or of any Supplier in any dealing between them, and does not arrange, approve, finance, guarantee or facilitate any such dealing.
22.1 The inclusion, omission, order or description of any Supplier, technology, method, equipment category, Well, field, basin, operator, country or region in the Directories, the Well Library, any Output or any Document is not a representation as to the status of any of them under any Trade Control Law, and is not an offer, invitation, recommendation or authorisation to deal with any of them. The Well Library contains no entry situated in a Restricted Territory or relating to a Prohibited Project. Any such entry found in it is withdrawn, is not an invitation to use, and may not be selected, run, saved, used in any Document or relied on by any person.
22.2 The Customer shall not use the Directories, the Well Library or any Output to identify, locate, contact, qualify, evaluate or deal with any Restricted Person, or for any Prohibited End Use or Prohibited Project.
22.3 The Company may at any time, without notice, remove, restrict or withhold any entry or information from the Directories, the Well Library or any Output for the purposes of this Policy.
23.1 The Customer shall not load into the Service any Loaded File, and shall not enter any Input Data, that is subject to any Export Control Law restricting its transfer, release or disclosure to the Company, to any Service Provider or to any country in which the Service is hosted, or that relates to a Prohibited Project or to any Well, field, licence area or facility situated in a Restricted Territory.
23.2 The Customer is solely responsible for any Loaded File and any Input Data, and for their compliance with this Policy.
24.1 Evaluation Access, access to any Non-Public Environment and the conclusion of any Confidentiality Undertaking are each subject to prior Screening of the Tester and of the organisation for which the Tester acts, and may be refused, limited, suspended or withdrawn by the Company at any time in its sole discretion.
24.2 No Evaluation Access and no Confidentiality Undertaking shall be granted to or concluded with any Restricted Person, any individual acting for a Restricted Person, or any person for use in a Restricted Territory or for any Prohibited End Use or Prohibited Project.
24.3 Each Tester represents and warrants, on requesting and on each use of Evaluation Access, that the Tester is not a Restricted Person, does not act for a Restricted Person, will not access any Non-Public Environment from a Restricted Territory, and will not use any Evaluation Access, Output, Document or Saved Calculation for any Prohibited End Use or Prohibited Project.
25.1 No demonstration, presentation, conversation, meeting, exchange of contact details, business card, brochure, leaflet, printed or electronic material, stand, display or other contact at or in connection with any exhibition, conference or other event constitutes an offer to provide the Service, an acceptance, a contract, a licence, Evaluation Access or evidence of any business relationship. The Service is provided solely under the Agreement, after Screening.
25.2 Every demonstration of the Service by or for the Company at any exhibition, conference or other event is conducted on entries of the Well Library that are not situated in a Restricted Territory and do not relate to a Prohibited Project, or on data selected by the Company. The Company runs a calculation on data supplied by a visitor only after Screening of that visitor and of the organisation for which the visitor acts. The Company does not run any calculation on, save, or generate any Output or Document from, data supplied by or for any Restricted Person, or relating to any Prohibited Project or Restricted Territory.
25.3 The use of any Evaluation Access by a Tester, including the entry by a Tester of its own Input Data, is not a demonstration by the Company and is governed by Sections 10, 11, 19, 23 and 24.
25.4 The Company may decline, at any event or at any time, to demonstrate the Service to, meet with, correspond with, accept any material from, or retain any contact details of, any person, without giving reasons.
26.1 The Company may decline to respond to, and may retain as required by Section 39, any communication from or on behalf of a Restricted Person or from a Restricted Territory. The receipt or retention of any communication is not an agreement to provide the Service.
26.2 No support, advice, explanation, training, configuration, customisation, maintenance or other assistance relating to the Service is provided to or for any Restricted Person, in or for use in any Restricted Territory, or for any Prohibited End Use or Prohibited Project.
27.1 Every payment to the Company shall be made by the Customer in its own name, from an account held in its own name, with a financial institution that is not a Restricted Person and is not located in a Restricted Territory, and shall not be made in any manner that conceals the identity or location of the payer.
27.2 The Company may refuse, return, hold, freeze or report any payment that it considers may breach this Policy or any Trade Control Law, and shall have no liability for any delay, loss, charge or cost arising from it.
27.3 The Company does not accept payment in any digital asset or through any payment channel that the Company has not designated in writing.
28.1 The Company may refuse, without giving reasons to the extent permitted by law, any application for an Account, Evaluation Access, Confidentiality Undertaking, Order, Plan, support or other dealing, and any payment, communication or material.
29.1 The Company may immediately, without notice and without liability, suspend, restrict or terminate the Agreement, any Account, any Evaluation Access, any Confidentiality Undertaking, any Order, any Plan and all or any part of the Service, if:
(a) any representation or warranty in this Policy is or may be untrue;
(b) any Relevant Person breaches, or the Company considers that any Relevant Person may breach, this Policy;
(c) any Relevant Person is or may be a Restricted Person, or any Account or Saved Calculation is or may be used for any Prohibited End Use or Prohibited Project;
(d) any Relevant Person fails to provide any information or document requested under Section 16 within the time required;
(e) any Competent Authority so requests, directs or orders, or the Company considers that the continuation of any dealing may be prohibited by, or may require a licence or authorisation under, any Trade Control Law; or
(f) the Company considers that the continuation of any dealing may expose any Company Party to any Sanction, designation, penalty, investigation, loss of any banking, payment or hosting service, or reputational harm.
29.2 Suspension may continue for so long as the Company considers necessary. The Company may terminate at any time during a suspension.
29.3 The Company shall inform the Customer of any suspension or termination under this Section, and of its grounds, only where and to the extent that the Company considers that doing so is permitted by law and does not prejudice any Screening, enquiry or investigation.
30.1 Where any Trade Control Law requires or permits, the Company may block, freeze, segregate, retain, preserve and refuse to return, release, transfer, export or delete any Account, Account Data, Saved Calculation, Document, Customer Content, payment or other property or interest in which a Restricted Person has or may have any interest, and may make any report, notification, disclosure or application to any Competent Authority, including disclosure of any information concerning any Relevant Person, any Account, any Saved Calculation, any Document, any payment and any communication.
30.2 Where Section 30.1 applies, the obligations of the Company under the Agreement to return, export, provide access to or delete any data or property are suspended to the extent necessary to comply with the relevant Trade Control Law, and resume only when and to the extent that the Company is permitted to perform them.
30.3 The Company shall have no liability to any person for any act or omission under this Section 30, and no confidentiality obligation of the Company, whether under the Agreement, any Confidentiality Undertaking or otherwise, restricts any act of the Company under this Section 30.
30.4 In respect of Personal Data contained in Saved Calculations, the Company exercises the rights in this Section 30 on the instruction given in Section 15.4 and to the extent required by law to which it is subject, in accordance with the Data Processing Addendum.
31.1 No Fee, credit or other amount is refundable, and no amount shall be paid, credited or released by the Company, where the refund, payment, credit or release is prohibited by, or requires a licence or authorisation under, any Trade Control Law that has not been obtained, and any such amount may be withheld for so long as that is the case.
31.2 Fees due for any period before a suspension or termination under this Policy remain payable. No suspension or termination under this Policy entitles any person to any refund, credit, compensation or damages.
32.1 Subject to Section 30, on termination under this Policy Sections 12.9 and 33.1(c) of the Master Terms of Service apply, and no period for retrieval or export applies, save that (a) the Data Processing Addendum governs the retrieval and deletion of Personal Data contained in Saved Calculations, and (b) nothing in this Section excludes any right of a natural person under data protection law that cannot be excluded by contract. No retrieval, export, return or copy is provided where its provision would be prohibited by, or would require a licence or authorisation under, any Trade Control Law.
33.1 To the maximum extent permitted by law, no Company Party shall be liable to any person, in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss, damage, cost, expense, claim or liability of any kind, including any loss of profit, revenue, business, contract, opportunity, data or goodwill, arising out of or in connection with any refusal, suspension, restriction, termination, blocking, retention, deletion, report, disclosure, Screening or other act or omission of the Company under or for the purposes of this Policy, whether or not the relevant person is in fact a Restricted Person and whether or not the relevant dealing is in fact prohibited.
34.1 The Customer shall defend, indemnify and hold harmless each Company Party from and against every loss, liability, damage, fine, penalty, settlement, assessment, cost and expense (including legal, investigative, forensic, compliance, voluntary disclosure and expert fees, and the cost of responding to any Competent Authority) arising out of or in connection with (a) any breach of this Policy by any Relevant Person; (b) any representation or warranty in this Policy being untrue; (c) any access to or use of the Service, any Output, any Document or any Saved Calculation by or for any Restricted Person, by any Recipient, in or for use in any Restricted Territory, or for any Prohibited End Use or Prohibited Project; and (d) any investigation, enquiry, proceeding or measure of any Competent Authority arising from any of the foregoing.
34.2 The indemnity in Section 34.1 is not subject to any limitation or exclusion of liability in the Agreement, applies whether or not any Company Party was negligent, and survives the termination of the Agreement.
35.1 Every breach of this Policy is a material breach of the Agreement incapable of remedy, and a breach of Section 21 of the Master Terms of Service for the purposes of Sections 30.1, 32.4 and 35.4 of the Master Terms of Service.
36.1 The Company does not participate in, cooperate with or further any boycott or restrictive trade practice that is not sanctioned by the United States, and does not agree to any term, furnish any information or take any action for that purpose. Any request, term or condition to that effect in any document issued by or for any Relevant Person is rejected and has no effect.
37.1 No provision of this Policy requires any person to whom Council Regulation (EC) No 2271/96 applies, or to whom any other blocking or anti-foreign-sanctions law applies, to comply with any law, requirement or prohibition to the extent that such compliance would breach that regulation or law in respect of that person. To that extent, and only to that extent, the relevant obligation of that person does not apply to that person.
37.2 Section 37.1 does not limit any right of the Company to refuse, suspend, restrict or terminate any dealing, or to decline to enter into or continue any relationship, in its sole discretion.
38.1 No provision of this Policy requires any Relevant Person to do any act that is prohibited by the law of the jurisdiction in which it is incorporated or located. A Relevant Person that considers that compliance with any provision of this Policy would breach such a law shall notify the Company in writing before acting, and the Company may terminate the Agreement without liability.
39.1 The Company may create and retain records of every Screening, every refusal, suspension, restriction and termination, every information request and response, every report and disclosure to any Competent Authority, and every communication under this Policy, for five years from the date of the relevant act or such longer period as any Trade Control Law requires, and such records may be retained after the deletion of the Account to which they relate.
40.1 Personal Data processed for the purposes of this Policy, including for Screening, for the verification of location and for the making of records and reports, is processed as described in the Privacy Policy, and Personal Data contained in Saved Calculations is processed in accordance with the Data Processing Addendum and Section 15.4. Nothing in this Policy is, or shall be construed as, consent to any processing of Personal Data. Nothing in this Policy limits any right that a natural person holds under data protection law that cannot be limited by contract.
41.1 The Company may amend this Policy, Annex 1 and Annex 2 at any time. An amendment required by any Trade Control Law, or that adds any country, territory, region, person, list, end use or project to any restriction in this Policy, takes effect on its publication on the Site. Any other amendment takes effect in accordance with the Master Terms of Service.
42.1 If any provision of this Policy, or its application to any person or circumstance, is held invalid, illegal or unenforceable in any jurisdiction, that provision shall be read down or modified to the minimum extent necessary to make it valid, legal and enforceable in that jurisdiction, and the remaining provisions, and the application of that provision in every other jurisdiction and to every other person or circumstance, are not affected.
42.2 Nothing in this Policy excludes or limits any liability, or any right of any person, that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation. Each exclusion and limitation in this Policy applies only to the maximum extent permitted by applicable law.
42.3 Nothing in this Policy requires any person to take or omit to take any action in breach of any law.
43.1 Sections 1, 2, 3.4, 10, 11, 12.1(g) and (h), 14, 15.4, 18, 20 to 23, 29 to 40, 42, 44 and 45 survive the termination or expiry of the Agreement.
44.1 This Policy, and every dispute, claim or controversy arising out of or in connection with it, including non-contractual disputes and claims, is governed by the laws of the State of Delaware in accordance with Section 34 of the Master Terms of Service, and is resolved in accordance with Sections 35 to 37 of the Master Terms of Service. Section 35.4 of the Master Terms of Service applies to every actual or threatened breach of this Policy.
45.1 Notices under this Policy are given, and are deemed received, in accordance with Section 38 of the Master Terms of Service. Every notice to the Company is sent to [CONTACT EMAIL = hello@pallarium.com].
45.2 A notification under Section 14.1, and any information or document provided under Section 16, is validly given by electronic mail alone and is not required to be sent by courier.
As at Version 24 September 2026, each of the following is a Restricted Territory:
The list in this Annex is not exhaustive. Section 6.1(b) and (c) apply in addition.
The Russia-Related Measures and the other Trade Control Laws referred to in this Policy include:
Russia's actions destabilising the situation in Ukraine, including Articles 3, 3a, 4, 5aa, 5n, 8a, 12 and 13 and Annexes II, IV, XIX and XXXIX.
actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine, including Articles 2 and 17 and Annex I.
Regulations, 31 C.F.R. Part 587.
determination made under section 1(a)(ii) of Executive Order 14071, including the determinations entitled "Prohibitions Related to Architecture Services and Engineering Services" (19 May 2023), "Prohibition on Certain Information Technology and Software Services" (12 June 2024) and "Prohibition on Petroleum Services" (10 January 2025).
2017, and the Ukraine-/Russia-Related Sanctions Regulations, 31 C.F.R. Part 589.
and Part 760.