Terms & Conditions

Master Terms of Service and SaaS Agreement — Owner / Licensor: Tri-M LLC

1. RigIQ Platform

RigIQ is a proprietary business-to-business oilfield operations, management, reporting, analytics, safety, financial, workflow, and optimization software platform. Depending on subscription and configuration, the Services may include well and field management; rig and equipment management; workover, well-intervention, drilling, completion, and production workflows; daily operational reporting; AFE and expense tracking; JSA and safety functions; incident and compliance documentation; vendor and ticket management; tally and equipment records; dashboards; AI-assisted reporting; automated calculations; forecasting; optimization; document generation; integrations; APIs; and related functionality.

2. Business-to-Business Use

Customer represents that it is acquiring and using RigIQ for legitimate commercial purposes. Unless Tri-M LLC expressly agrees otherwise in writing, RigIQ is not offered as a consumer product.

3. Limited License

Subject to continued compliance and payment of applicable fees, Tri-M grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services solely for Customer's authorized internal business operations. No ownership interest in RigIQ is transferred. All rights not expressly granted are reserved by Tri-M LLC.

4. RigIQ Ownership and Intellectual Property

As between Customer and Tri-M LLC, Tri-M LLC exclusively owns all right, title, and interest in RigIQ and the Services, including source code, object code, software, applications, databases, schemas, architecture, APIs, algorithms, computational methods, optimization logic, formulas, workflows, processes, automation, AI and machine-learning implementations, models, model configurations, prompts, analytics methodologies, dashboards, interfaces, UX/UI, graphics, templates, reporting structures, documentation, specifications, integrations, inventions, discoveries, improvements, enhancements, derivative technology, know-how, trade secrets, trademarks, logos, branding, and associated intellectual-property rights.

5. Restrictions

• Customer shall not reverse engineer, decompile, disassemble, decode, translate, inspect, probe, or attempt to discover RigIQ source code, algorithms, models, database structures, architecture, logic, prompts, optimization methods, or trade secrets.
• Customer shall not copy, reproduce, modify, adapt, create derivative works, scrape, crawl, harvest, bypass access controls, remove proprietary notices, share credentials with unauthorized persons, resell or white-label the Services without written authorization, or use RigIQ for competitive intelligence.
• Customer shall not use access to RigIQ to design, train, develop, validate, finance, procure, or commercialize a competing platform substantially derived from RigIQ Confidential Information.
• Unauthorized access or use constitutes a material breach.

6. Customer Data

“Customer Data” means data, records, documents, reports, photographs, forms, operational records, well information, safety information, financial information, vendor information, and other content submitted by or on behalf of Customer. Customer retains its rights in Customer Data. Customer grants Tri-M a worldwide, non-exclusive right during the relationship to host, store, reproduce, process, transmit, analyze, format, display, and use Customer Data as reasonably necessary to provide, secure, support, troubleshoot, improve, and lawfully operate the Services. Customer represents it has the rights and permissions necessary to provide Customer Data to RigIQ.

7. Aggregated and De-Identified Information

Tri-M may use statistical, analytical, performance, telemetry, benchmarking, and usage information that has been aggregated and/or de-identified so it does not reasonably identify Customer or an identifiable individual for platform improvement, analytics, benchmarking, cybersecurity, reliability, research, development of algorithms and analytical methods, and commercial development of the Services. This does not transfer ownership of Customer's identifiable proprietary operational data.

8. Feedback

Customer grants Tri-M a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, commercialize, modify, and exploit feedback, enhancement requests, suggestions, workflow recommendations, and corrections concerning RigIQ, provided this does not transfer ownership of Customer's independently developed confidential technology.

9. Confidentiality

Each party may receive non-public information of the other. Confidential Information includes information identified as confidential or reasonably understood to be confidential. Tri-M Confidential Information includes RigIQ source/object code, architecture, algorithms, database schemas, proprietary calculations, optimization logic, AI methods, prompts, models, non-public APIs, workflows, prototypes, roadmaps, demonstrations, technical documentation, pricing methodologies, security architecture, business methods, designs, trade secrets, and proprietary processes. Customer Confidential Information includes Customer's non-public operational, technical, safety, well, production, financial, vendor, personnel, and similar information. The receiving party shall use Confidential Information only for the Agreement, protect it with at least reasonable care, restrict access to persons with a need to know and appropriate obligations, and not disclose it to unauthorized third parties.

10. Confidentiality Exclusions

Confidential Information excludes information the receiving party can demonstrate was lawfully known without restriction before disclosure, becomes public without breach, is lawfully received from an unrestricted third party, or is independently developed without use of the disclosing party's Confidential Information.

11. Compelled Disclosure

A receiving party may disclose Confidential Information when legally compelled. To the extent legally permitted, it will provide reasonable notice and disclose only the portion legally required.

12. Trade Secrets

Nothing authorizes acquisition, disclosure, misappropriation, reverse engineering, or unauthorized use of Tri-M trade secrets. Trade-secret confidentiality and non-use obligations continue for so long as the information remains legally protectable as a trade secret.

13. Security and Access Control

Customer is responsible for safeguarding credentials, limiting access to authorized users, promptly removing departed personnel, maintaining appropriate endpoint security, and notifying Tri-M of suspected unauthorized access. Tri-M may suspend access where reasonably necessary to protect RigIQ, Customer Data, other customers, or platform integrity.

14. AI and Automated Output

RigIQ may use AI, statistical analysis, automated calculations, machine learning, rules-based systems, or other automated technology. Generated reports, summaries, classifications, calculations, recommendations, predictions, alerts, observations, and other Automated Output may contain errors, omissions, or inaccurate conclusions. Customer shall apply appropriate professional and operational judgment and verify material information against source records, field conditions, engineering requirements, regulatory requirements, and qualified personnel where appropriate.

15. Not Engineering or Professional Advice

Unless separately agreed in a signed professional-services agreement, RigIQ provides software and information-management functionality. It does not replace licensed engineering, qualified well-control personnel, competent wellsite supervision, qualified safety personnel, regulatory compliance personnel, OEM requirements, well programs, emergency-response procedures, or independent professional judgment.

16. Customer Retains Operational Control

Tri-M does not control Customer field operations merely by providing RigIQ. Customer remains solely responsible for its wells, rigs, equipment, employees, contractors, vendors, field operations, operational decisions, safety programs, environmental and regulatory compliance, engineering decisions, well-control decisions, maintenance, emergency response, and implementation of information obtained through RigIQ.

17. Safety-Critical Operations

RIGIQ SHALL NOT BE USED AS THE SOLE BASIS FOR A SAFETY-CRITICAL, WELL-CONTROL, PRESSURE-CONTROL, LIFE-SAFETY, ENVIRONMENTAL, MECHANICAL-INTEGRITY, OR EMERGENCY-RESPONSE DECISION. CUSTOMER SHALL MAINTAIN APPROPRIATE HUMAN OVERSIGHT, FIELD VERIFICATION, PROCEDURES, COMMUNICATION SYSTEMS, AND PROFESSIONAL SUPERVISION.

18. Customer Record Accuracy

Tri-M is not responsible for inaccuracies caused by incorrect entries, incomplete source records, inaccurate third-party information, equipment/sensor errors, integrations, communications failures, stale information, unauthorized modifications, incorrect configurations, or circumstances outside Tri-M's reasonable control. Customer is responsible for review procedures for material operational records.

19. Regulatory Compliance

Customer is responsible for identifying and complying with laws, regulations, permits, operating requirements, record-retention duties, and industry requirements applicable to its activities. A RigIQ form, workflow, JSA, report, calculation, or compliance field does not by itself establish legal or regulatory compliance.

20. Fees and Taxes

Customer shall pay fees stated in the applicable Order Form, proposal, statement of work, or subscription. Except as expressly provided, fees are non-refundable. Customer is responsible for applicable transaction taxes other than taxes on Tri-M's net income.

21. Third-Party Services

RigIQ may interoperate with third-party cloud infrastructure, APIs, communications providers, AI providers, mapping services, authentication systems, payment systems, and data sources. Tri-M does not control third-party systems and is not responsible for failures originating exclusively from systems outside Tri-M's reasonable control.

22. Service Modifications

Tri-M may improve, update, replace, or discontinue features as part of platform development. Tri-M will not intentionally remove material paid functionality during a committed term in a manner that materially reduces the overall purchased Services without a commercially reasonable alternative, except where necessary for security, law, third-party dependency changes, or circumstances outside reasonable control.

23. Suspension

Tri-M may suspend access for material breach, nonpayment, security threats, suspected unauthorized access, unlawful activity, infringement, misuse, attacks, risk to other customers, or circumstances requiring immediate action to protect the platform. Where commercially reasonable, Tri-M will provide notice and an opportunity to cure.

24. Term and Termination

This Agreement continues while Customer maintains access unless an Order Form provides otherwise. Either party may terminate for uncured material breach after the applicable cure period or, if none is specified, thirty (30) days after written notice. Tri-M may terminate immediately for intentional unauthorized access, attempted IP theft, reverse engineering, material cybersecurity attacks, deliberate unlawful use, material infringement/misappropriation, or conduct presenting substantial risk.

25. Data Export and Deletion

Subject to the subscription and technical capabilities, Customer may receive a reasonable opportunity to export Customer Data following termination. Tri-M may thereafter delete data according to retention practices, legal requirements, backup cycles, and contractual duties, while retaining information legally required and aggregated/de-identified information permitted by this Agreement.

26. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER FORM, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TRI-M DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT TO THE EXTENT LAWFULLY DISCLAIMABLE. TRI-M DOES NOT WARRANT COMPLETELY ERROR-FREE OR UNINTERRUPTED OPERATION, THAT EVERY HAZARD OR THREAT WILL BE IDENTIFIED, THAT EVERY AUTOMATED OUTPUT WILL BE CORRECT, OR THAT USE OF RIGIQ WILL PREVENT INCIDENTS, EQUIPMENT FAILURES, LOST PRODUCTION, NPT, WELL-CONTROL EVENTS, INJURY, ENVIRONMENTAL EVENTS, OR ECONOMIC LOSS.

27. Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRI-M AND ITS OWNERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, AND LICENSORS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, PRODUCTION, USE, BUSINESS OPPORTUNITY, GOODWILL, CONTRACTS, DATA, OR ANTICIPATED SAVINGS, EVEN IF THE POSSIBILITY WAS KNOWN.

28. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRI-M'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED FEES ACTUALLY PAID BY CUSTOMER TO TRI-M FOR THE AFFECTED SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. This limitation applies regardless of theory, except to the extent prohibited by law.

29. Customer Indemnification

To the maximum extent permitted by law, Customer shall defend, indemnify, and hold harmless Tri-M LLC and its owners, officers, employees, affiliates, agents, contractors, successors, and assigns from third-party claims arising from Customer field operations; misuse of the Services; violation of law; Customer Data supplied without authority; infringement of third-party rights; Customer negligence or willful misconduct; unreasonable account-security failures; decisions to act or not act on RigIQ information where independent judgment was required; and bodily injury, death, property damage, pollution, contamination, well-control events, or operational loss caused by Customer or persons for whom Customer is legally responsible. This does not require indemnity where applicable law prohibits shifting liability.

30. Intellectual-Property Remedies

Unauthorized disclosure, copying, reverse engineering, or misappropriation of RigIQ intellectual property or trade secrets may cause harm not adequately compensable by money. Subject to applicable law, Tri-M may seek injunctive or other equitable relief in addition to damages and other remedies.

31. No Implied Transfer

No demonstration, pilot, implementation, integration, training, access credential, support interaction, or business relationship transfers ownership of RigIQ technology. No license is granted by implication, estoppel, or otherwise except as expressly stated.

32. Customer Personnel

Customer is responsible for ensuring its authorized users comply with this Agreement. Acts and omissions of Customer personnel in connection with Customer's RigIQ account are attributable to Customer to the extent permitted by law.

33. Investigation of Misuse

Where Tri-M reasonably suspects material unauthorized access, security compromise, infringement, or misuse, Customer shall reasonably cooperate with an investigation. Tri-M may preserve relevant platform logs and records consistent with law and legitimate security interests.

34. Publicity

Neither party may issue a press release or represent endorsement by the other without written authorization. Customer names, trademarks, and logos shall not be used publicly as endorsements without permission except as separately agreed.

35. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including natural disasters, severe weather, governmental actions, war, terrorism, civil disturbance, widespread telecommunications or utility failures, labor disruption, epidemics, cloud-infrastructure failures, or similar events. This does not excuse amounts due before the event.

36. Assignment

Customer may not assign this Agreement without Tri-M's written consent except in connection with a merger, reorganization, or sale of substantially all relevant assets if the successor is not a direct competitor and assumes the obligations. Tri-M may assign in connection with reorganization, financing, merger, acquisition, sale of the RigIQ business, or transfer of substantially all relevant assets or IP.

37. Governing Law and Disputes

This Agreement is governed by the laws of the State of Mississippi, without regard to conflict-of-law principles. Any dispute arising out of or relating to this Agreement or the Services shall be resolved by confidential binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the seat of arbitration in Madison County, Mississippi. Notwithstanding the foregoing, either party may seek provisional or equitable relief in a court of competent jurisdiction for claims involving intellectual property theft, trade-secret misappropriation, unauthorized system access, or breach of confidentiality obligations.

38. Notices

Formal legal notices shall be delivered to addresses or electronic notice contacts in the applicable Order Form. Routine account, billing, security, product, and operational notices may be delivered electronically.

39. Order of Precedence

Unless expressly stated otherwise: (1) mutually executed amendment expressly identifying the modified term; (2) applicable Order Form; (3) applicable Data Processing Addendum; (4) this Agreement; (5) incorporated policies. Customer purchase-order terms do not modify the Agreement unless expressly accepted in a signed writing by Tri-M.

40. Survival

Provisions concerning IP ownership, confidentiality, trade secrets, accrued payment obligations, restrictions, disclaimers, indemnification, limitations of liability, dispute resolution, and provisions intended by nature to continue shall survive termination.

41. Severability

If a provision is unenforceable, it shall be enforced to the maximum lawful extent and modified only to the minimum extent necessary; remaining provisions continue in effect.

42. Waiver

Failure to enforce a provision is not a waiver. A waiver must be express and authorized by the waiving party.

43. Entire Agreement

This Agreement, applicable Order Forms, amendments, DPAs, and documents expressly incorporated by reference constitute the agreement concerning the Services and supersede inconsistent prior representations on the same subject.

44. Electronic Acceptance and Signatures

Electronic signatures, clickwrap acceptance, electronic records, and counterparts may be used to execute and evidence this Agreement to the extent permitted by law. RigIQ may maintain an acceptance record including agreement version, timestamp, authenticated user/account identifier, organization identifier, and other reasonable audit information.

45. Authority

Each individual accepting or executing this Agreement represents that the individual has authority to bind the organization on whose behalf the Agreement is accepted or signed.