Master Terms & Conditions

IMPORTANT – READ CAREFULLY. BY ACCESSING OR USING THE PLATFORM (DEFINED BELOW) YOU AGREE TO THESE MASTER TERMS & CONDITIONS, INCLUDING THE DISPUTE RESOLUTION, LIMITATION OF LIABILITY, AND CLASS ACTION WAIVER PROVISIONS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY AND ITS AFFILIATES. 40Seas relies on this warranty.

These Master Terms & Conditions (these “Terms”) are entered into by and between 40Seas Inc. (together with its Affiliates, “40Seas,” “we,” “us,” or “our”) and the customer identified in an applicable Order Form (“Customer,” “you,” or “your”) and govern Customer’s access to and use of the Platform and Services (each defined below). These Terms, together with any Order Form(s), Service-Specific Annexes (listed in the Annex Index below), our Privacy Policy, and any Data Processing Addendum (collectively, the “Agreement”), form a binding contract between 40Seas and Customer. In case of conflict, the order of precedence is set out in Section 17.12.

Acceptance may be by (a) clicking “I Agree/Accept,” (b) electronic signature in the Platform, or (c) wet-ink signature on an Order Form or these Terms. No license or access is granted until acceptance.

1. Definitions

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Authorized User means Customer’s employees, contractors, and agents whom Customer authorizes to access the Platform under Customer’s account and who are bound by obligations no less protective than this Agreement.

Data means all data, content, records, files, and materials submitted to or collected by the Platform from or on behalf of Customer or its Authorized Users, including Buyer/Business data and transaction data.

De-Identified Data means Data that has been aggregated and/or anonymized to remove personal identifiers so that it cannot reasonably be used to identify a natural person or Customer.

Documentation means 40Seas’ then-current user guides, API documentation, and policies made available in the Platform.

Order Form means any order, insertion order, 40Seas commercial proposal, or other ordering document executed by the parties that references these Terms and sets forth the plan, term, scope, and Fees.

Platform means 40Seas’ hosted software platform, dashboards, websites, developer portals, APIs/SDKs, sandbox environments, mobile apps, and related technology.

Services means the features and services provided via the Platform, including (as applicable) Know Your Buyer/Know Your Business and risk assessment, data use & aggregation, payment processing, accounts receivable and reconciliation, foreign exchange, AI and Generative AI features, and any other services identified in an Order Form or Service-Specific Annex.

Service-Specific Annex means an annex that supplements these Terms for a particular Service (e.g., Payment Processing, SLA, and DPA).

Subprocessor means any third party engaged by 40Seas to process Personal Data in connection with the Services.

2. Access; License; Sandbox

2.1 Access Rights. Subject to the Agreement and timely payment of all Fees, 40Seas grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Platform and Services during the Subscription Term solely for Customer’s internal business purposes.

2.2 Sandbox & Beta. Sandbox and beta/pre-release features (“Beta Services”) are provided only for evaluation, may be modified or discontinued at any time, may be incomplete or inaccurate, and are provided AS IS with no warranties, support, credits, or commitments. Customer will use sandbox data only for testing and will not rely on it for production purposes. 40Seas may delete sandbox data at any time.

2.3 Restrictions. Except as expressly permitted, Customer will not (and will not permit any third party to): (a) copy, modify, translate, create derivative works of, or reverse engineer the Platform; (b) access the Platform to build a competing product or service; (c) bypass, disable, or interfere with security or usage limits; (d) use any scraping, harvesting, bots, or automated systems that send more requests than a human could reasonably produce in the same period using a conventional web browser; (e) remove or obscure proprietary notices; (f) use the Services for unlawful, harmful, fraudulent, infringing, or offensive purposes; (g) upload viruses or malicious code; (h) exceed rate limits or quotas set forth in the Documentation or Order Form; or (i) resell, lease, or distribute the Services.

2.4 Third-Party Services. Certain features may require or enable use of third-party services (e.g., KYC/KYB/Credit Worthiness data providers, AI/GenAI model providers, payment partners, FX liquidity providers, banks, Shipping, Logistics, Warehousing, ERP/CRM connectors). Customer’s use of third-party services is subject to those providers’ terms, for which 40Seas is not responsible. 40Seas is not a bank, money transmitter, or financial institution and does not take custody of funds except as expressly stated in an applicable Service-Specific Annex or as required by law. Payment and FX Services are delivered through regulated partners where applicable.

3. Customer Accounts; Security; Compliance

3.1 Account Security. Customer is responsible for (a) account configuration and use, (b) maintaining the confidentiality of credentials, and (c) all activities under its accounts. Customer will promptly notify 40Seas of any unauthorized use or security incident.

3.2 Compliance; Prohibited Uses. Customer represents, warrants, and covenants that it and its Authorized Users will comply with all applicable laws, including anti-money laundering (AML), sanctions, anti-corruption, consumer protection, privacy, and export control laws. Customer will not use the Services in, for the benefit of, or to transact with any person or jurisdiction subject to comprehensive sanctions. 40Seas may suspend access immediately where 40Seas reasonably believes a violation or security risk exists.

3.3 Know Your Buyer/Business; Underwriting. Customer authorizes 40Seas and its partners to collect, verify, and analyze information about Customer, its principals/beneficial owners, and counterparties (including Buyers) for onboarding, risk, credit, fraud, and sanctions screening. Customer will provide accurate and complete information and maintain it. 40Seas may approve, condition, or decline onboarding or impose reserves, limits, rolling reserves, or holds as described in the relevant Annex.

3.4 Credit Assessment and Worthiness Data Disclaimer

(i) Third-Party Data Sources. The credit assessment, financial worthiness, business intelligence, or related information (collectively, “Credit Data”) made available through the Platform is obtained from third-party providers over which 40Seas exercises no control. 40Seas does not create, verify, or endorse such Credit Data.

(ii) No Responsibility or Liability. 40Seas does not directly provide credit assessment, credit rating, creditworthiness evaluation, or financial advice of any kind. The availability of Credit Data on the Platform does not constitute a recommendation, endorsement, or guarantee by 40Seas of the accuracy, completeness, timeliness, or suitability of such information. All decisions, actions, or omissions based on Credit Data are made solely by the Customer, at the Customer’s own risk.

(iii) Customer Responsibility. The Customer acknowledges and agrees that:

1. It is solely responsible for conducting its own due diligence, credit analysis, and risk evaluation of any counterparty;
2. 40Seas shall have no liability for any reliance placed by the Customer or any third party on Credit Data; and
3. Any losses, damages, claims, chargebacks, defaults, or other liabilities arising from reliance on Credit Data shall be the sole responsibility of the Customer.

(iv) No Warranty. All Credit Data is provided strictly on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, whether express, implied, or statutory, including, without limitation, warranties of accuracy, completeness, reliability, fitness for a particular purpose, or non-infringement.

4. Data; Privacy; Analytics; AI/GenAI Use

4.1 Data Use. Customer retains ownership of Data. Customer grants 40Seas and its Affiliates a worldwide, non-exclusive, royalty-free license to host, copy, use, process, transmit, and display Data to provide, maintain, secure, and improve the Services and Platform, to develop new features, and to comply with law.

4.2 De-Identified Data. 40Seas may generate and use De-Identified Data for analytics, benchmarking, machine learning, generative AI, fraud detection, and to improve the Services. 40Seas may disclose De-Identified Data publicly or to third parties provided it does not identify Customer, any Authorized User, or any natural person.

4.3 AI & Generative AI Use. Customer acknowledges that 40Seas uses artificial intelligence (AI) and generative AI technologies, including third-party AI/GenAI vendors, to deliver certain Services. Customer’s Data may be shared with such AI/GenAI vendors solely for the purpose of providing the Services. Any outputs generated by AI/GenAI are informational only and remain subject to Section 8 (Disclaimers). Customer’s Data and resulting business know-how, decisions, and outcomes remain Customer’s intellectual property. 40Seas provides the AI/GenAI infrastructure and outputs but does not claim ownership of Customer’s proprietary knowledge or business outcomes.

4.4 Personal Data; DPA. Where 40Seas processes Personal Data on Customer’s behalf, the parties will enter into 40Seas’ Data Processing Addendum (“DPA”), which is incorporated by reference. In the event of conflict between the DPA and these Terms with respect to Personal Data processing, the DPA controls.

4.5 Security. 40Seas will maintain appropriate administrative, physical, and technical safeguards designed to protect Data as described in the Documentation or DPA. Customer is responsible for secure configuration, secure transmission to/from third-party systems, and for its Users’ actions.

4.6 Customer Responsibilities. Customer is solely responsible for the accuracy, quality, and legality of Data; obtaining all necessary rights and consents; and for how Customer chooses to use the Services’ outputs (e.g., risk scores, reconciliation suggestions, AI/GenAI-based insights). Outputs are informational, not legal, tax, accounting, or investment advice.

5. Fees; Taxes; Billing

5.1 Fees. Customer will pay the fees set forth in the Order Form (“Fees”). Unless otherwise stated, Fees are non‑cancellable and non‑refundable.

5.2 Invoicing & Payment. Unless otherwise stated in the Order Form, Fees are invoiced annually in advance and due within thirty (30) days of invoice date. Late amounts accrue interest at 1.5% per month (or the maximum permitted by law), plus reasonable collection costs. 40Seas may suspend Services for unpaid amounts upon notice.

5.3 Taxes. Fees are exclusive of taxes, levies, duties, or similar governmental assessments (collectively, “Taxes”). Customer is responsible for all Taxes associated with its purchases, except for taxes based on 40Seas’ net income, property, or employees.

6. Proprietary Rights; Feedback; Publicity

6.1 Ownership. 40Seas and its licensors retain all right, title, and interest in and to the Platform, Services, Documentation, and all related intellectual property. No rights are granted except as expressly stated.

6.2 Feedback. If Customer provides feedback or suggestions, 40Seas may use them without restriction or obligation, and no confidentiality or compensation shall apply.

6.3 Marks; Publicity. 40Seas may use Customer’s name and logo to identify Customer as a customer on websites and marketing materials, subject to any reasonable brand guidelines provided by Customer. Customer may opt out by notifying 40Seas in writing.

7. Service Levels; Support; Changes

7.1 Availability. 40Seas will use commercially reasonable efforts to make the production Platform available, excluding planned maintenance and events beyond 40Seas’ reasonable control. Any service levels, credits, or support commitments are set out in the SLA Annex.

7.2 Changes. 40Seas may modify the Platform and Services, Documentation, or features from time to time. Material changes that materially diminish core functionality purchased under an active Order Form will be communicated in advance where reasonably practicable.

8. Warranties and Disclaimers

8.1 Mutual. Each party represents that it is duly organized, validly existing, and has authority to enter into the Agreement.

8.2 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THE AGREEMENT, THE PLATFORM, SERVICES, DOCUMENTATION, BETA SERVICES, SANDBOX, AI/GENAI FEATURES, OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” 40SEAS AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 40SEAS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUTS (INCLUDING AI/GENAI OUTPUTS) WILL BE ACCURATE OR COMPLETE.

8.3 No Advice. 40Seas is not providing legal, tax, accounting, or investment advice. Customer should consult its own advisors.

9. Indemnification

9.1 By Customer. Customer will defend, indemnify, and hold harmless 40Seas, its Affiliates, and their respective officers, directors, employees, and agents from and against any third‑party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use of the Services in violation of the Agreement or law; (b) Data, including alleged infringement, violation of privacy, or failure to obtain consents; or (c) Customer’s products, services, or business practices.

9.2 Procedure. 40Seas will promptly notify Customer of a claim, provide reasonable cooperation at Customer’s expense, and permit Customer to control the defense and settlement (provided any settlement fully releases 40Seas and does not impose obligations on 40Seas beyond monetary payment by Customer). 40Seas may participate with its own counsel at its own expense.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER 40SEAS NOR ITS AFFILIATES OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT WILL THE AGGREGATE LIABILITY OF 40SEAS AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE AMOUNTS PAID BY CUSTOMER TO 40SEAS FOR THE APPLICABLE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR US$1,000 IF NO FEES WERE PAID, WHICHEVER IS GREATER. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Term; Suspension; Termination

11.1 Term. These Terms are effective as of acceptance and continue until expiration or termination of all Order Forms (“Subscription Term”).

11.2 Suspension. 40Seas may suspend access immediately (a) to prevent unauthorized access; (b) where Customer or Users violate the Agreement; (c) for non‑payment after notice; or (d) as required by law or a partner.

11.3 Termination. Either party may terminate an Order Form or these Terms (i) for material breach not cured within thirty (30) days after written notice, or (ii) if the other party becomes insolvent, enters bankruptcy, or ceases business.

11.4 Effect of Termination. Upon termination, Customer’s access terminates and Customer will immediately cease all use of the Platform and Services. Customer will pay all undisputed Fees due up to the termination date. Sections 4, 5, 6, 8–10, 11.4, and 17 will survive.

12. Confidentiality

12.1 Definition. “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) that is marked or should reasonably be understood as confidential, including business, technical, financial, and product information. Confidential Information does not include information that: (a) is or becomes public without breach; (b) was known to the Receiving Party before disclosure; (c) was independently developed without use of the Disclosing Party’s Confidential Information; or (d) is lawfully received from a third party.

12.2 Obligations. Receiving Party will (a) use Confidential Information only as necessary to perform under the Agreement; (b) protect it using reasonable care; and (c) not disclose it except to its employees, Affiliates, contractors, and professional advisors bound by confidentiality obligations at least as protective.

12.3 Compelled Disclosure. Receiving Party may disclose Confidential Information where legally compelled, provided it gives reasonable prior notice (where lawful) and cooperates in seeking protective measures.

12.4 Survival. Confidentiality obligations survive for three (3) years after termination of the Agreement, except for trade secrets, which remain protected as long as they qualify as such.

13. Third-Party Content & Services

13.1 Third-Party Content. The Services may include links to third-party content, websites, APIs, data sources, or integrations. 40Seas does not endorse or control such content and disclaims all liability for it.

13.2 Third-Party Services. Customer’s use of third-party services (e.g., AI vendors, KYC, KYB, Credit Worthiness providers, payment networks, wire and FX providers) is subject to those providers’ terms. 40Seas is not responsible for failures or obligations of third-party services.

13.3 Customer Responsibility. Customer remains responsible for reviewing and complying with any applicable third-party terms.

14. Beta Services

14.1 Description. From time to time, 40Seas may invite Customer to test new or beta services. Beta Services may be incomplete, inaccurate, or contain defects.

14.2 Disclaimer. Beta Services are provided AS IS, without warranties or commitments, and may be modified or discontinued at any time.

14.3 No Liability. 40Seas has no liability for Beta Services, and they are excluded from any service level commitments or support obligations.

15. Export Control & Sanctions Compliance

15.1 Export Compliance. Customer agrees not to use the Services in violation of applicable export control, re-export, or sanctions laws, including those administered by the U.S., EU, UK, and Israel.

15.2 Prohibited Use. Customer may not export, re-export, or make available the Services to any restricted jurisdiction or sanctioned party.

15.3 Certification. Customer represents it is not owned or controlled by, and does not employ or engage, any person or entity subject to sanctions.

16. Miscellaneous

16.1 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, or agency relationship.

16.2 Headings. Section headings are for convenience only and do not affect interpretation.

16.3 Language. The Agreement is drafted in English. Translations are for convenience only. The English version controls.

16.4 No Exclusivity. The Agreement is non-exclusive. 40Seas may provide services to other customers.

16.5 Construction. The words “including,” “such as,” and similar terms mean “including without limitation.”

17. General

17.1 Governing Law. These Terms are governed by the laws of the State of New York, United States of America, without regard to conflict of law rules. Exclusive jurisdiction and venue lie in the state or federal courts located in New York City, New York, USA unless 40Seas seeks injunctive relief elsewhere.

17.2 Equitable Relief. A breach of these Terms may cause irreparable harm to 40Seas. 40Seas is entitled to seek injunctive or equitable relief without posting bond, in addition to other remedies.

17.3 Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable. The remainder will remain in effect.

17.4 Modifications. 40Seas may update these Terms from time to time. Material changes will be notified via the Platform or email. Continued use of the Services after changes constitutes acceptance.

17.5 Entire Agreement. These Terms (including annexes, Order Forms, and incorporated documents) are the entire agreement between the parties regarding the Services.

17.6 Assignment. Customer may not assign without 40Seas’ prior written consent. 40Seas may assign freely, including in connection with a merger, acquisition, or sale of assets.

17.7 Third-Party Beneficiaries. No third party has rights under these Terms, except as expressly stated.

17.8 Waiver. Failure to enforce any right does not waive future enforcement.

17.9 Time to Bring Claims. Any claim must be brought within one (1) year of accrual, otherwise barred.

17.10 Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.

17.11 Notices. Notices must be in writing and delivered to the addresses in the Order Form or by electronic means accepted by the parties.

17.12 Order of Precedence. In case of conflict: (i) DPA; (ii) Service-Specific Annex; (iii) Order Form; (iv) these Terms.

• Annex A: SLA (Service Level Agreement)
• Annex B: Payment Processing and Collection Terms
• ‍Annex C: Data Processing Addendum (DPA)