Last updated 2026-05-07

TERMS AND CONDITIONS

These Terms and Conditions (“Terms and Conditions”) apply to the extent referenced in an order form (“Order Form”) executed between the customer listed on the Order Form (“Customer”) and Piq Energy Corp (“Piq Energy”). These Terms and Conditions, together with the Order Form and all attachments, addenda, exhibits, statements of work and documents at referenced URLs govern Customer’s use of the Piq Energy Service, as defined below, and associated services (collectively, the “Agreement”). The Piq Energy Service is an autonomous grid planning and interconnection software alongside Piq Energy’s proprietary grid data management platform. The Piq Energy Service supports technical analysis around transmission and distribution grids.

1. DEFINITIONS

1.1 “Affiliate” means, with a respect to a party, any entity that controls, is controlled by, or which is under common control with such party, where “control” means ownership of fifty percent (50%) or more of the outstanding shares or securities representing the right to vote in the election of directors or other management of operations of such party.

1.2 “Customer Users” means: (i) the employees of Customer or any of its Affiliates; and (ii) Permitted Third Parties.

1.3 “Documentation” means any operator and user manuals, training materials, implementation guides and technical materials provided by Piq Energy to Customer regarding the use or operation of the Piq Energy Service.

1.4 “Permitted Third Party” means an entity under contract with Customer that needs to access or use the Piq Energy Service to perform its obligations to Customer, provided that (i) such entity must not be a direct competitor of Piq Energy, (ii) such entity is bound by confidentiality obligations no less protective than this Agreement, and (ii) Customer remains responsible to Piq Energy for the compliance of such entity and its employees and Affiliates with the terms and conditions of this Agreement.

1.5 “Piq Energy Platform” means Piq Energy’s software-as-a-service grid management platform that is an autonomous grid planning and interconnection software.

1.6 “Piq Energy Service” means a subscription to the Piq Energy Platform and associated Support Services.

1.7 “Support Services” means maintenance and support services provided through email and other methods as indicated by Piq Energy as part of the Piq Energy Service.

1.8 “Support and Service Level Policy” means the support services and service level agreement for the Piq Energy Service.

2. USE OF THE PIQ ENERGY SERVICE

2.1 Registration and Users. Customer Users must register and create an account on the Piq Energy Platform (an “Account”). Customer accepts responsibility for all activities that occur under Customer’s Users’ Accounts except those resulting from Piq Energy’s gross negligence or willful misconduct. Customer agrees to notify Piq Energy upon becoming aware of any unauthorized use of your Account.

2.2 License Grant. Subject to all limitations and restrictions contained herein and in the Order Form, Piq Energy grants Customer a subscription-based software as a service, nonexclusive, non-sublicensable, non-transferable, royalty free, worldwide right and license to access and use (and permit Customer Users to access and use) the Piq Energy Service and Documentation for Customer’s internal business purposes.

2.3 Restrictions. Except as expressly permitted under this Agreement, Customer shall not (and Customer shall not permit any User or third-party on Customer’s behalf to) (i) copy, reproduce, transfer, license, assign, distribute, translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Piq Energy Platform],  (ii) directly or indirectly: sell, rent, lease, transfer, assign, offer any time-sharing arrangement, service bureau or any service based upon the Piq Energy Platform; (iii) interfere with the integrity or performance of the Piq Energy Platform; (iv) remove or obscure any proprietary notices or labels of Piq Energy or its licensors or suppliers on the Piq Energy Platform; (v) make the Piq Energy Platform available to third parties; (vi) use the Piq Energy Platform compete with Piq Energy or monitor its availability, functionality or performance, or for any other competitive purpose; (vii) provide any personally identifiable health data, payment card industry data, or classified information or data subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State to the Piq Energy Platform; or (viii) violate a third party’s rights or applicable law while using the Piq Energy Platform.

2.4 Free Trial Access and Beta Features. Piq Energy may offer Customer a free trial access to the Piq Energy Service (“Trial”) for thirty (30) days unless otherwise agreed by Piq Energy in writing (email acceptable) (the “Trial Period”). Sections 7.3, 8.2, 9.1 and 9.2 of this Agreement do not apply to any Trial use or any service or feature labeled as “beta,” “alpha,” “preview,” “private release,” “pre-release,” or “experimental” (each, a “Private Preview”) of the Piq Energy Service. Trials and Private Previews are provided “AS IS” without warranty of any kind, and Piq Energy disclaims all warranties, indemnities and other liability for Trials and Private Previews. Piq Energy shall not be liable for any direct, indirect, incidental, special, consequential or punitive damages arising out of or related to the use of a Trial or Private Preview, and Piq Energy’s liability for all claims arising under the use of a Trial or Private Preview will not exceed US$100.01. Piq Energy reserves the right to modify, suspend or discontinue a Trial or Private Preview at any time without notice and without liability to Customer. Customer may terminate a Trial or Private Preview at any time upon written notice to Piq Energy.

2.5 Integrations. If indicated on an Order Form, Customer may be permitted to connect the Piq Energy Platform, including through APIs, (each, an “Integration”) to third-party tools and applications (“Non-Piq Energy Applications”). Customer’s use of the Non-Piq Energy Applications is governed exclusively by the terms of the application third-party agreement with such Non-Piq Energy Application. By enable an Integration, Customer warrants that Customer has the legal right to connect the Non-Piq Energy Application with the Piq Energy Platform and permit Piq Energy the right to process any Customer Data sent to the Piq Energy Platfrom from the Non-Piq Energy Application. Piq Energy is granted permission to access and interact with Non-Piq Energy Application solely for the purpose of facilitating the authorized Integration(s). If Customer’s authority to allow Piq Energy access to any Non-Piq Energy Applications lapses, Customer will immediately disable such Integrations from within your Account. Piq Energy disclaims any liability for unauthorized use, disclosure alteration or destruction of Customer Data resulting from processing by Non-Piq Energy Applications. Piq Energy does not guarantee the availability of such Integrations and their interoperability with the Piq Energy Service.

3. PAYMENT

3.1 Fees. Customer shall pay Piq Energy the undisputed fees in the amounts and at the intervals indicated in the Order Form. Unless otherwise provided in an Order Form, all undisputed fees shall be paid to Piq Energy within fifteen (15) days of receipt of the invoice provided by Piq Energy to Customer.

3.2 Non-Payment. If payment is not received when due, Piq Energy reserves the right to, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at one and a half percent (1.5%) or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery (including actual, reasonable, out-of-pocket attorneys’ fees), (ii) suspend Customer’s access to the Piq Energy Service until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate this Agreement and access to the Services. All Order Forms are non-cancellable, and all fees are non-refundable and based on the products or services purchased, not actual usage.

3.3. Taxes.  All fees stated on an Order Form are exclusive of any applicable sales, use, value-added, import or export and excise taxes (collectively, “Taxes”). Taxes do not include taxes on the net income of Piq Energy or any of its Affiliates. Unless Customer provides evidence of an exemption from the relevant Taxes, Customer will pay and be solely responsible for all Taxes and will gross up any payment to include such Taxes. If a taxing authority pursues Piq Energy for unpaid Taxes for which Customer is responsible for under this Agreement and which Customer did not pay Piq Energy, Piq Energy may invoice Customer and Customer will pay such Taxes, including all applicable interest and penalties, to Piq Energy or directly to the taxing authority with receipt of payment to Piq Energy.

3.4 Future Functionality. Customer’s purchase is not dependent on any oral or written comments made by Piq Energy regarding future functionality or features. Customer understands and agrees that any features or functions of the Piq Energy Service, which are not currently available or not currently available as a GA release, may not be delivered on time or at all. Customer is purchasing the Piq Energy Service and/or Expert Services based solely upon functionality and features that are currently available at the time of executing an Order Form. The development, release and timing of any features or functionality remains in Piq Energy’s sole discretion.

4. SERVICE LEVELS, SUPPORT AND PROFESSIONAL SERVICES

4.1 Service Levels. Service levels for the Piq Energy Platform are as stated in the Support and Service Level Policy. Piq Energy reserves the right to modify the Support and Service Level Policy at any time but will not materially diminish the level of Support Services or Service Levels agreed upon during the term of an applicable Order Form.

4.2 Support Services. Support Services will be delivered remotely to Customer during the applicable term of the Order Form in accordance with the Support and Service Level Policy and any specifications, if any, stated on an Order Form. Support Services are not delivered on-site at Customer’s location. Piq Energy shall not be obligated to provide Support Services for any software or service not supplied by Piq Energy other than the Piq Energy Service delivered to Customer pursuant to this Agreement.

4.3 Additional Services.

4.3.1 Professional Services. In the event that Piq Energy provides services that are not Support Services, such as implementation or training services (collectively, “Professional Services”), the scope of such Professional Services will be detailed on an Order Form.

4.3.2 Expert Services. Customer may engage experts at Piq Energy to perform strategic technical studies or analyses (collectively, the “Expert Services”). The scope of such Expert Services will be detailed on an Order Form.

4.3.3 All Additional Services. For both Professional Services and Expert Services (collectively, “Additional Services”), Customer are responsible for (i) providing accurate and complete information to Piq Energy, and (ii) evaluating any information received from Piq Energy as part of the Additional Services for compliance with any regulations specific to Customer’s industry. Unless stated otherwise in the Order Form, Customer will be billed for all Additional Services listed in the Order Form upon execution of the Order Form.

4.4 Third Parties. Piq Energy shall have the right to use third parties, including third-party hosting providers (“Subcontractors”) in performance of its obligations and services hereunder.

5. OWNERSHIP

5.1 Piq Energy Materials. Customer acknowledges that, subject to the licenses granted herein and the terms of this Agreement, Piq Energy retains all rights, title, and interest in the Piq Energy Service and any associated services, all copies or parts (by whomever produced), all improvements, updates, modifications or enhancements thereto, and all intellectual property rights therein, subject to any limitations associated with intellectual property rights of third parties. Piq Energy grants no, and reserves any and all rights other than the rights specifically granted to Customer under this Agreement.

5.2 Customer Data. As between the parties, Customer shall retain all right, title and interest in any and all data, files, attachments, text, images and other content that Customer or any Customer Users uploads or submits in connection with the Piq Energy Service. Customer grants Piq Energy and its licensors a non-exclusive, worldwide, sublicenseable, and royalty-free right to process the Customer Data to (i) provide the Piq Energy Service (and any associated services) to Customer; (ii) address or prevent technical issues with the Piq Energy Service; and (iii) as otherwise required by law. Nothing in this Agreement shall preclude Piq Energy from using in any manner or for any purpose it deems necessary, the know-how, techniques or procedures acquired or used by Piq Energy in the performance of the services hereunder.

5.3 Output from the Piq Energy Platform. In light of the nature of the Piq Energy Service, any data, content, or other information that the Piq Energy Platform provides Customer in response to Customer’s queries or inputs (“Outputs”) may not always be unique or accurate, and other users may receive similar or identical Output from the Piq Energy Platform. Customer acknowledges that the Outputs may incorporate third-party information, content or data.

5.4 Customer License to Output. Subject to the terms and conditions of this Agreement, including payment, Piq Energy grants Customer a limited, perpetual, non-exclusive, non-transferable, non-sublicensable right and license to use, display, distribute, publish, reproduce, and produce derivative works of the Output to further Customer’s business purposes.

5.5 Aggregated Data. Piq Energy owns, and shall continue to own all right, title, and interest in and to all aggregated, de-identified or anonymized data, Output and any statistical information, benchmarking, comparison, and other analytics or analyses created or developed by Piq Energy as generated through Customer’s use of the Piq Energy Service (collectively, “Aggregate Data”). Aggregate Data will be de-identified by Piq Energy. Aggregate Data will not be associated with Customer or any individuals. Piq Energy will have the right to use Aggregate Data to improve the quality and functionality of the Piq Energy Service.

5.6 Usage Data. Piq Energy collects tracking and operational data related to Customer’s use of the Piq Energy Service (“Usage Data”) and may analyze, modify, and reproduce Usage Data to provide, improve, and maintain the Piq Energy Service. Piq Energy shall not disclose Usage Data to third parties except (1) in aggregated and de-identified form or (2) when necessary to Subcontractors to provide the Piq Energy Service and fulfill Piq Energy’s obligations under this Agreement.

5.7 Personal Information of Users. Piq Energy does not collect personal information other than the name and email of Customer Users who need access to the Piq Energy Service. Piq Energy will only use this information of Customer Users to provide the Piq Energy Service.

5.8 Security Protections. Piq Energy shall take appropriate administrative and technical measures to secure Customer Data (including the personal information of Customer Users) to protect against unauthorized access to, or use of, such data, including by maintaining operating standards and security procedures that comply with prevailing industry standards. No more than once per calendar year, Piq Energy shall provide Customer with all such information and documentation as may be reasonably requested by Customer regarding Piq Energy’s information security practices and procedures. Piq Energy shall promptly notify Customer upon becoming aware that any person or entity has breached Piq Energy’s security measures or gained unauthorized access to any Confidential Information of Customer.  Upon any such discovery, Piq Energy shall investigate, remediate and mitigate the effects of the security breach as soon as reasonably practicable under the circumstances.

5.9 Feedback. Subject to Piq Energy’s confidentiality obligations under Section 6 of this Agreement, Customer, its Affiliates and Permitted Third Parties, and their respective employees, may, on an entirely voluntary basis, submit feedback or suggestions, and Piq Energy and its Affiliates may use and modify such feedback or suggestions without any restriction or payment.

6. CONFIDENTIALITY

6.1 Definition. “Confidential Information” includes all information disclosed by either party to the other party generally not publicly known, whether tangible or intangible and in whatever form or medium provided, whether or not marked as “Confidential”, as well as any information generated by a party to the extent that it contains, reflects, or is derived from such information. Confidential Information shall also include the terms and conditions of this Agreement. Confidential Information of Customer shall include all Customer Data, all Customer configurations and all data and materials provided by Customer and Customer Users to Piq Energy in connection with the Piq Energy Service and associated services. Piq Energy Confidential Information includes the Piq Energy Service and Documentation furnished by Piq Energy. Confidential Information excludes information: (i) was or becomes generally known to the public other than as a result of a disclosure by the receiving party in violation of this Agreement; (ii) was known, without restriction as to use or disclosure, by the receiving party prior to receiving such information from the disclosing party; (iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving party without access to any Confidential Information of the disclosing party.

6.2 Use of Confidential Information. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party, except as specifically provided in this Agreement, and shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement. Each party may disclose the other party’s Confidential Information only to its representatives who (i) need to know or require access in the course of their assigned duties and responsibilities or services in connection with such party’s exercise its rights and performance of its obligations under this Agreement; and (ii) have agreed to be bound by provisions no less restrictive than those set forth in this Section 6. Except as otherwise required by law or approved in writing by the disclosing party, the receiving party may not disclose any Confidential Information: (i) to any person or entity other than (a) Customer Users to the extent required to be able to access and use the Piq Energy Service or associated services and (b) for Piq Energy to provide the Piq Energy Service or associated services; or (ii) to a third party without the disclosing party’s prior written authorization (except in connection with (a) the enforcement of a party’s rights under this Agreement or (b) a potential merger, acquisition or sales of all or substantially all of a party’s assets)

6.3 Compelled Disclosure. If the receiving party is requested or legally compelled (by valid and effective subpoena or order issued by either a court of competent jurisdiction), or is required by a regulatory body, to disclose Confidential Information of the disclosing party, the receiving party shall, unless prohibited by force of law: (i) provide the disclosing party with prompt notice (so long as time permits) of any such request or requirement before disclosure so that the disclosing party may seek an appropriate protective order or other appropriate remedy; and (ii) provide reasonable assistance to the disclosing party in obtaining any such protective order. If the receiving party is nonetheless legally compelled or otherwise required to disclose, the receiving party will furnish only that portion of the Confidential Information that is legally required and shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information so disclosed.

6.4 Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information could cause the other party imminent irreparable injury and that such party shall be entitled to seek, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section 6.

7. REPRESENTATIONS; WARRANTY; DISCLAIMERS

7.1 Mutual Warranty. Customer and Piq Energy warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity.

7.2 Customer Acknowledgements. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Piq Energy Service or any other services provided hereunder. Customer acknowledges that the Piq Energy Service provides Outputs based on assumptions set in part by Customer, that Customer is solely responsible for its use and Customer Personnel’s use of the information from the Piq Energy Service, and that information from the Piq Energy Service is informational only and should not be Customer’s sole basis for actions or omissions as such information may not be suitable for all purposes.

7.3 Piq Energy Warranties. Piq Energy warrants that (i) it will provide the Piq Energy Service and any associated services in a professional, workmanlike, manner consistent with general industry standards with the necessary skills, experience, and training and in accordance with the terms of the Order Form, (ii) it will perform the Support Services in accordance with the Support and Service Level Policy, (iii)  it will comply with all applicable law in the performance of the Services, and (iv) the Piq Energy Platform will perform substantially in accordance with the Documentation. The warranty in sub-section (iv) does not apply to (i) any Trial or Private Preview, (ii) any use of the Piq Energy Platform not in accordance with the Documentation or terms of this Agreement, or (iii) any bug or defect attributable to software, hardware or a product not supplied by Piq Energy. For any breach of a warranty, Customer’s sole and exclusive remedy shall be as provided in Section 10.3.

7.4 Disclaimer of Warranties. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE PIQ ENERGY SERVICE AND ASSOCAITED SERVICES ARE PROVIDED “AS IS” AND PIQ ENERGY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. PIQ ENERGY DOES NOT WARRANT THAT THE PIQ ENERGY SERVICE IS ERROR-FREE OR THAT THE OPERATION OF SUCH WILL BE UNINTERRUPTED. THE PIQ ENERGY PLATFORM IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, PHYSICAL PROPERTY OR ENVIRONMENTAL DAMAGE.  ANY SUCH USE IS AT THE CUSTOMER’S OWN RISK AND COST.

8. INDEMNITY

8.1 By Customer. Customer will, at its expense, defend or settle any claim brought against Piq Energy or its Affiliates by an unaffiliated third-party that the Customer Data, or Customer’s use of the Piq Energy Service, infringes the intellectual property rights of a third-party, violates applicable law, or arises from Customer’s breach of Section 2.3 (Restrictions) (“Customer Claim”) and will indemnify Piq Energy against and pay (i) any settlement of such Customer Claim consented to by Piq Energy or (ii) any damages finally awarded by a court of competent jurisdiction to such third party as relief or remedy in such Customer Claim.

8.2 By Piq. Piq Energy will, at its expense, defend or settle any claim brought against Customer by an unaffiliated third party that the Piq Energy Service or any associated services infringes the intellectual property rights of a third party (“Infringement Claim”) and will indemnify Customer against and pay (i) any settlement of such Infringement Claim consented to by Piq Energy or (ii) any damages finally awarded by a court of competent jurisdiction to such third party as relief or remedy in such Infringement Claim. Piq Energy has no obligation to defend or indemnify to the extent the Infringement Claim is attributable to (i) use of the Piq Energy Service in violation of this Agreement or (ii) in combination, operation or use of the Piq Energy Platform with any other applications, products or services not provided by Piq Energy, where there would be no such Infringement Claim but for such combination.

8.3 Infringement Claim Remedies. Piq Energy may at its sole expense and option: (i) obtain the right to continuing using the Piq Energy Platform; (ii) replace or modify the infringing technology with substantially equivalent functionality to avoid the infringement, or (iii) if neither (i) or (ii) are commercially practicable in Piq Energy’s reasonable opinion, terminate Customer’s right to use the affected portion of the Piq Energy Platform and, upon Customer’s written request, terminate all affected Order Forms and promptly refund to Customer all prepaid unused fees paid by Customer to Piq Energy under such terminated Order Form. This Section 8 states the entire liability and obligations of Piq Energy, and exclusive remedy of Customer, for any actual or alleged infringement of any intellectual property right related to the Piq Energy Service and associated services.

8.4 Indemnification Conditions. The obligations of the parties in this Section 8 are conditioned upon the indemnified party (“Indemnitee”) (i) notifying the indemnifying party (“Indemnitor”) promptly in writing of any threatened or pending claim for which indemnification is being sought (“Claim”), provided that failure to provide such notice will only relieve Indemnitor of its obligations under this Section 8 to the extent its ability to defend or settle an applicable Claim is materially prejudiced by such failure to provide notice, (ii) giving Indemnitor, at Indemnitor's expense, reasonable assistance and information requested by Indemnitor in connection with the defense and/or settlement of the Claim and (iii) tendering to Indemnitor sole control over the defense and settlement of the Claim. Indemnitee's counsel will have the right to participate in the defense of the Claim, at Indemnitee's own expense. Indemnitee will not, without the prior written consent of Indemnitor, make any admission or prejudicial statement, settle, compromise or consent to the entry of any judgment with respect to any Claim other than Piq Energy may agree to the obligation for Customer to cease using the Piq Energy Service.

9. LIMITATION OF LIABILITY

9.1 Liability Cap. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY AMOUNT WHICH, IN THE AGGREGATE, EXCEEDS THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES IN THE ONE YEAR PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING CAP SHALL NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 3.

9.2 Disclaimer of Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

9.3 Allocations of Risk. THE ALLOCATIONS OF RISK IN THIS SECTION 9 REPRESENT THE PARTIES AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES, AND THESE ALLOCATIONS IS REFLECTED IN THE PRICING OF PIQ ENERGY IN AN ORDER FORM. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall become effective on the Effective Date and shall continue for the term of the Order Form.

10.2 Suspension. Piq Energy may suspend the Customer's access to the Piq Energy Service if the Customer breaches this Agreement or if such suspension is necessary to address security threats, provided that the Piq Energy gives the Customer at least 48 hours' notice, except in cases of emergency. The suspension shall remain in effect until the breach is remedied or the security threat is resolved, during which time the Customer shall continue to fulfill its payment and other obligations under this Agreement. Upon resolution, Piq Energy will promptly resume the Piq Energy Service, and Piq Energy shall not be liable for any damages or losses incurred by the Customer due to such suspension, except as required by applicable law.

10.3 Termination for Breach. This Agreement and any license created hereunder may be terminated by either party (i) on thirty (30) days’ written notice to the other party if the other party fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (ii) by a party if the other party files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern. Termination of this Agreement terminates all Order Forms that are in effect. Upon termination of this Agreement due to a breach by Piq Energy as outlined above, Piq Energy shall refund to Customer a pro-rata amount of the fees and any pre-paid amounts or credits for the time period from the effective date of termination of this Agreement to the end of the term.

10.4 Termination Effect. Upon termination of this Agreement, Customer shall cease use and access to the Piq Energy Service.

10.5 Survival. Any provisions intended by their nature to survive the termination or expiration of this Agreement shall survive.

11. MISCELLANEOUS

11.1 Compliance With Laws. Each party agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement.

11.2 Export. Piq Energy’s Piq Energy Service, products, technology and services are subject to U.S. and local export control and sanctions laws. Customer acknowledges and agrees to the applicability of and its compliance with those laws. Customer agrees that it will not knowingly receive, use, transfer, export or re-export the Piq Energy Service in a way that would cause Piq Energy to violate those laws. Customer also agrees to obtain any required licenses or authorizations.

11.3 Assignment. This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party, and any such attempted assignment shall be null and void; provided that, either party may freely assign this Agreement to any affiliate or to any third party that acquires all or substantially all of the business of such party, whether by merger, asset sale or otherwise. Subject to this Section, this Agreement will be binding upon and inure to the benefit for each party’s respective permitted successors and assigns.

11.4 Notices. Piq Energy may give notice by electronic mail to Customer’s e-mail address in the Order or by written communication sent by first class mail or pre-paid post to Customer’s address in the Order Form. Customer may give notice to Piq Energy at any time by letter sent by e-mail to legal@piqenergy.com or by letter delivered first class mail to Piq Energy at 1318 8th Ave, San Francisco CA 94122. All notices shall be deemed to have been given five days after mailing (if sent by first class mail) or twenty-four (24) hours after sending by e-mail. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.

11.5 Force Majeure. Each party shall not be liable to the other party for any delay or failure of such party to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of such party and without its fault or negligence. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by the other party in providing required resources or support or performing any other requirements hereunder.

11.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto. In the event of any conflicts, the order of precedence is as follows: (i) the Order Form (if applicable but only for the transaction thereunder) and (ii) this Agreement. Purchase orders you issue are for your internal, administrative use only, and cannot modify this Agreement (or an Order Form); any contractual terms in such purchase order are void. Any signed copy of this Agreement made by reliable means (e.g., photocopy, facsimile, or electronic) shall be considered an original.

11.7 Modifications. The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.

11.8 Publicity. Piq Energy may not refer to Customer in public announcements or public disclosures relating to this Agreement without the Customer’s prior written consent, which consent may be withheld in Customer’s sole discretion.

11.9 No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

11.10 Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

11.11 Choice of Law; Venue. THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS OF ANY STATE OR JURISDICTION. THE PARTIES AGREE THAT THE AGREEMENT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS OR BY UCITA.THE PARTIES AGREE THAT ANY LITIGATION ARISING BETWEEN THE PARTIES IN RELATION TO THIS AGREEMENT SHALL BE INITIATED AND MAINTAINED IN THE STATE OR FEDERAL COURTS SITTING IN SAN FRANCISCO, CALIFORNIA, AND THE PARTIES HEREBY IRREVOCABLY SUBMIT TO EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS. EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH THIS AGREEMENT.