OIL COMMAND MASTER SUBSCRIPTION AGREEMENT

Effective Date: July 31, 2025

THIS AGREEMENT GOVERNS YOUR (“CUSTOMER”) ORGANIZATION’S ACQUISITION AND USE OF OIL COMMAND, LLC (HEREAFTER “OIL COMMAND” OR “COMPANY”) SOFTWARE SERVICES LOCATED AT HTTPS://OILCOMMAND.COM/, INCLUDING ANY AND ALL SUBDOMAINS, AND ANY OIL COMMAND MOBILE APPLICAATION (THE “SERVICES”).

IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER FORM, OR DOWNLOADING THE OIL COMMAND MOBILE APPLICATION THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO YOU AND/OR SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Customer may not access the Services if Customer is direct competitor of Oil Command, except with Oil Command’s prior written consent. In addition, Customer may not access the Services for purposes of monitoring their availability, performance, or functionality.

Customer’s use of the Services constitutes Customer’s agreement to these terms. It is effective between Customer and Oil Command as of the date Customer signs an Order Form, downloads the Oil Command Mobile Application (defined below), or first use the Services, whichever is earlier (the “Effective Date”).

1.              SCOPE OF AGREEMENT

This Agreement sets forth the terms under which Oil Command will provide the Services to Customer. The Agreement incorporates the following components: (i) Appendix 1 – Definitions and (ii) the applicable transaction document such as a Service Order or Statement of Work (“SOW”). 

2.              SUBSCRIPTIONS TO THE SERVICE

2.1            Subscriptions.  Subject to the terms of this Agreement, Oil Command grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services solely for Customer’s internal business purposes, in accordance with the applicable Documentation, and any usage fees or limitations set forth in the applicable Service Order. Customer may add additional Subscriptions during a Subscription Term at the same price as found in the applicable Service Order.  Added Subscriptions will be co-terminated with existing subscriptions and fees for added Subscriptions pro-rated.

2.2            Usage Limits.  Subscriptions for the Services are limited to the subscription quantities, usage metrics, or other entitlements specified in the applicable Service Order.  If the Service Order limits the number of Users to which Customer may grant access to the Services, the Services may not be accessed by more the number of Users reflected in the applicable Service Order.  A Subscription may be reassigned to a different User by Customer. If Customer: (i) exceeds its Subscriptions, (ii) exceeds any other entitlement, and/or (iii)  uses any usage-based features or processes within the Services which incur incremental Fees, Customer will, upon Company’s request, promptly pay Company’s invoice for such additional Subscriptions, entitlements, or use in order to comply with the Agreement and applicable Service Order.

2.3            Beta Services. Oil Command may invite Customer to try services that are not generally available to customers (“Beta Services”) at no charge. Customer is under no obligation to use Beta Services. Beta Services will be clearly designated. Beta Services are: (i) for evaluation purposes only and not for production use, (i) are not considered “Services” under the Agreement. Oil Command may discontinue Beta Services at any time. Beta Services are provided “as-is” without warranty, and notwithstanding Section 11, Oil Command will have no liability for any claim arising from Customer’s, its Affiliates’, or Users’ use of Beta Services.

2.4            Connected Applications. The Services contains features designed to interoperate with Connected Applications. To use such features, Customer or its Users may be required to obtain access to such Connected Applications from their providers, and grant Oil Command access to Customer’s or its Users’ account(s) on such Connected Applications. If Customer uses a Connected Application with the ServiceS, Customer grants Oil Command permission to allow the Connected Application and its provider to access Customer Data solely as required for the interoperation of that Connected Application with the Service. Disclaimer.  Oil Command provides interoperability with Connected Applications as a courtesy and not part of the Subscription.  Oil Command makes no warranty or guarantee as to the interoperability or availability of any Connected Applications and Customer’s use of any such Connected Applications is wholly at Customer’s own risk.  Oil Command may terminate interoperability with Connected Applications at any time in Oil Command’ sole discretion, after providing Customer commercially reasonable notice. Any acquisition by Customer of Connected Applications, and any exchange of Customer Data between Customer and any Connected Application provider, product, or service, is solely between Customer and the applicable Connected Application provider. Oil Command does not warrant or support Connected Applications. Oil Command is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Connected Application or its provider.    

3.              OIL COMMAND RESPONSIBILITIES

3.1            Access to the Services. During the Term Oil Command will: (i) make the Services available to Customer according to the Agreement and applicable Service Order(s), (ii) maintain appropriate safeguards to protect the security, confidentiality and integrity of Customer Data, (iii) remain responsible for the performance of Oil Command’ personnel (including Oil Command’ subcontractors) and their compliance with Oil Command’ obligations under this Agreement.

4.              CUSTOMER LIMITATIONS/RESPONSIBILITIES

4.1            Limitations. Customer will not: (i) resell, sublicense, rent, loan, lease, time share or otherwise make the Services available to any party not authorized to use the Services under the Agreement or an applicable Service Order; (ii) modify, adapt, alter, translate, copy, or create derivative works based on the Services; (iii) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Services (unless such right is granted by applicable law and then only to the minimum extent required by law); (iv) access the Services in order to: (a) build a competitive product or service; or (b) copy any ideas, features, functions or graphics of the Services; (v) merge or use the Services with any software or hardware for which they were not intended (as described in the Documentation);  (vi) allow Users to share access credentials; (vii) use the Services for unlawful purposes or to store unlawful material; (viii) use the Services to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (ix) disrupt the integrity or performance of the Services; (x) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Oil Command or its suppliers contained on or within any copies of the Services, (xi) bypass any security measure or access control measure of the Services, (xii) use the Services other than as described in the Documentation, or (xiii) perform or disclose any benchmarking or testing of the Services itself or of the security environment or associated infrastructure without Oil Command’ prior written consent; (xiv) use the Mobile Application for any purpose other than those expressly permitted under this Agreement and shall not sublicense, distribute, or otherwise make the Mobile Application available to any third party without the prior written consent of Company.  Oil Command may, without limiting its other rights and remedies, suspend Customer’s and/or applicable Users’ access to the Services at any time if: (z) required by applicable law, (y) Customer or any User is in violation of the terms of this Agreement, or (u) Customer’s, or a User’s use disrupts the integrity or operation of the Services or interferes with use of the Services by others. Oil Command will use reasonable efforts to notify Customer prior to any suspension, unless prohibited by applicable law or court order, and Oil Command will promptly restore Customer’s access to the Services upon resolution of any violation under this section.  If Oil Command is notified that any Customer Data violates applicable law or third-party rights, Oil Command may so notify Customer and in such event Customer will promptly remove such Customer Data from the Services. If Customer does not take required action, Oil Command may disable the applicable Customer Data until the potential violation is resolved.

4.2            Customer Responsibilities. Customer will: (a) at all times remain responsible for Users’ compliance with the Agreement and will promptly notify Oil Command of any unauthorized access to the Services arising from a compromise or misuse of Customer’s or its User’s access credentials, (b) use the Services only in accordance with the Documentation, applicable laws, and government regulations, (c) comply with terms of service of any Connected Applications Customer uses in conjunction with the Service, and (d) remain responsible for any action in violation of the Agreement by Customer’s Affiliates or Users.

5.              DATA RESPONSIBILITIES

5.1            Compliance With Applicable Laws.  Customer is exclusively responsible for: (i) determining what data Customer submits to the Services, (ii) for obtaining all necessary consent and permissions for submission of Customer Data and related data processing instructions to Oil Command, (iii) for the accuracy, quality and legality of Customer Data, and (iv) that Customer complies in all respects with applicable data privacy and protection regulations.  Customer shall ensure that it is entitled to transfer the relevant Customer Data to Oil Command and/or to the Services so that Oil Command and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf.  No rights to the Customer Data are granted to Oil Command hereunder other than as expressly set forth in this Agreement.

5.2            Excluded Data.  Customer shall not provide Oil Command with any Customer Data that is subject to heightened security requirements by law, regulation or contract, examples include but are not limited to the Gramm–Leach–Bliley Act (GLBA), Health Insurance and Portability and Accountability Act (HIPAA), Family Educational Rights and Privacy Act (FERPA), the Child’s Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), and their international equivalents (such Customer Data collectively, “Excluded Data”). Oil Command shall have no responsibility or liability for Excluded Data.

6.              INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

6.1            Reservations of Rights.  Access to the Services are sold on a subscription basis and may also include usage based Fees.  Except for the limited rights expressly granted to Customer hereunder, Oil Command reserves all rights, title, and interest in and to the Services, the underlying software, the Oil Command Materials and any and all improvements (including any arising from Customer’s feedback), modifications and updates thereto, including without limitation all related intellectual property rights inherent therein.  Where Customer purchases Professional Services hereunder, Oil Command grants to Customer a non-sublicensable, non-exclusive license to use materials provided by Oil Command as a result of the Professional Services (the “Oil Command Materials”) solely in conjunction with Customer’s authorized use of the Services and in accordance with this Agreement. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. Except for any obligations with respect to the confidentiality of Customer Confidential Information in Section 8, nothing in this Agreement will impair Oil Command’ right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any products, software or technologies that Customer may develop, produce, market, or distribute.

6.2            Ownership and Processing of Customer Data. Customer and/or its licensors shall retain all right, title and interest in all Customer Data stored in the Service, including any revisions, updates or other changes made to that Customer Data. Customer grants Oil Command a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data: (i) solely for the purpose of providing the Services and Professional Services under this Agreement; (ii) to prevent or address technical or security issues and resolve support requests; (iii) at Customer’s direction or request, enable integrations between Customer’s Connected Applications and the Service; and (iv) as otherwise required by applicable law.

6.3            Use of Aggregate Information. Oil Command may collect, anonymize, and aggregate data derived from the operation of the Services (“Aggregated Data”), and Oil Command may use such Aggregated Data for purposes of operating Oil Command’ business, monitoring performance of the Services, and/or improving the Service. Oil Command’s use of Aggregated Data as described in this section shall not result in any unauthorized disclosure of Customer Data, Customer Confidential Information, or personally identifiable information of Authorized Users.  Aggregated Data will not be capable of re-identification.  Aggregated Data belongs to Oil Command.

6.4            Ownership of Deliverables.  Oil Command owns all rights, title, and interest in and to the intellectual property rights of deliverables or work product resulting from any of the Professional Services (“Deliverables”), and grants to Customer a non-exclusive, worldwide right and license to use such Deliverables in connection with Customer’s permitted use of the Services.

6.5            Feedback.  Customer grants to Oil Command a non-exclusive, royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or its Users relating to the features, functionality or operation of the Services or the Professional Services (“Feedback”).  Feedback does not include Customer Data.  Notwithstanding any other term herein, Feedback shall not create any confidentiality obligation for Oil Command.

7.              PAYMENT; TAXES

7.1            Fees/Payment. Customer will pay Oil Command’ invoice for all items identified on a Service Order including usage fees based on User or system activity (“Fees”). Customer will pay in the currency listed in the Service Order. Except for usage-based Fees that by their nature accrue over time and must be billed in arrears, all Fees are due in advance.  All Company invoices must be paid no later than thirty (30) days from the date of the invoice. Fees are non-cancelable and non-refundable (except as provided herein). Customer may not decrease the number of Subscriptions during a Subscription Term. Oil Command reserves the right to suspend the Services in the event Customer is more than thirty (30) days past due on any undisputed invoice and fails to cure the payment deficiency within ten (10) days of receiving written notice from Oil Command.  Any late payments will accrue late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

7.2            Taxes. All fees are exclusive of taxes, levies, or duties, (“Taxes”), and unless Customer can provide a valid state sales/use/excise tax exemption certificate (or other reasonable evidence of exemption) to Oil Command, Customer will be responsible for payment of all such Taxes excluding taxes based solely on Oil Command’ income. Oil Command may invoice Taxes in accordance with applicable law together on one invoice or a separate invoice.  Oil Command reserves the right to determine the Taxes for a transaction based on Customer’s “bill to” or “ship to” address, or other location information for Customer’s use of the Services.  Customer will be responsible for any Taxes, penalties or interest arising from inaccurate or incomplete information provided by Customer. If Customer is required by any governmental authority to deduct any portion of the amount invoiced by Oil Command, Customer shall increase payment by an amount necessary for the total payment to Oil Command to be equal to the amount originally invoiced

8.              CONFIDENTIAL INFORMATION

8.1            Confidentiality. “Confidential Information” means information and/or materials provided by one party (“Discloser”) to the other party (“Recipient”), which are identified as confidential at the time of disclosure or, under the circumstances of disclosure, a reasonable person would understand to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: this Agreement, a party’s pricing, product roadmap, product plans, or strategic marketing plans, algorithms, business plans, customer lists, designs documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, processes, products, research, specifications, software, source code, trade secrets or any other non-public information relating to the Services and the Documentation. Recipient may disclose Discloser’s Confidential Information only to Recipient’s Affiliates, employees, officers, directors, advisors or contractors (together, “Representatives”) who need to know such Confidential Information and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder.  Recipient shall be responsible for any breach of Confidential Information by its Representatives.

8.2            Exclusions.  “Confidential Information” does not include information that: (i) is independently developed by or for the Recipient without access or reference to, or use of, Confidential Information; (ii) is lawfully received free of restriction from another source having the right to furnish such information; (iii) is or becomes lawfully in the public domain other than through a breach of this Agreement; (iv) was lawfully known by the Recipient prior to disclosure; (v) Discloser agrees in writing is free of such restrictions; or (vi) is generally disclosed by the Discloser to third parties without a duty of confidentiality.

8.3            Duties Regarding Confidential Information.  At all times during and after the term of this Agreement, Recipient shall (i) keep Discloser’s Confidential Information confidential and not disclose Discloser’s Confidential Information to a third party without the Discloser’s written consent or as expressly permitted in this Agreement, and (ii) not use the Confidential Information for purposes other than the performance of this Agreement. Where disclosure is required by law, such disclosure shall not constitute a breach of this Agreement provided Recipient gives Discloser reasonable advance notice (if legally permissible) to enable Discloser to seek appropriate protection of the Confidential Information and discloses only that portion of the Confidential Information that the Recipient is legally compelled or is otherwise legally required to disclose.  Any prior non-disclosure agreement executed among the parties is terminated in favor of these confidentiality terms.

8.4            Unauthorized Disclosures. The parties agree that Recipient’s threatened or actual unauthorized disclosures of Confidential Information may result in irreparable injury for which a remedy in money damages may be inadequate. The parties therefore agree the Discloser may be entitled to seek an injunction to prevent a breach or threatened breach of this Section without posting a bond.  Any such injunction shall be additional to other remedies available to Discloser at law or in equity.

9.                 WARRANTIES AND DISCLAIMER

9.1            General Representations and Warranties. Each party represents and warrants that it has the power and authority to enter into this Agreement and the performance by such party of its obligations and duties hereunder will not violate any agreement to which such party is bound.

9.2            Customer Warranties.  Customer represents and warrants that: (a) it has the right to upload and or distribute Customer Data through the Services, (b) it shall obtain from its Users all consents required under law regarding the use of the Customer Data and Feedback as described in this Agreement.

9.3            Warranty Claims. Except for the Customer’s right to terminate in accordance with Section 12.3, Oil Command’ sole responsibility and Customer’s exclusive remedy in the event of any material failure to the warranties expressly stated in Section 9, shall be that Oil Command shall make commercially reasonable efforts to remedy any resulting deficiencies.

9.4             Disclaimer of Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, PROFESSIONAL SERVICES, THE MOBILE APPLICATION, AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT OTHER WARRANTY OF ANY KIND, AND OIL COMMAND MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICESS,PROFESSIONAL SERVICES, MOBILE APPLICATION, AND DOCUMENTAION. OIL COMMAND SPECIFICALLY AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, OIL COMMAND DOES NOT WARRANT THE SERVICES WILL BE ERROR-FREE OR THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED. THE SERVICES AND MATERIALS ARE NOT DESIGNED, INTENDED OR WARRANTED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS.

10.                INDEMNIFICATION

10.1            Indemnification By Customer. If a third party initiates or threatens legal action against Oil Command for processing Customer Data uploaded into the Services by Customer or Users, or for a claim relating to Customer’s, or a User’s breach of its obligations under Sections 4, 5, 9.2(a), and/or 13, where such claim arises solely from Oil Command operating the Services, then Customer will: (i) promptly assume the defense of the claim and (ii) pay costs, damages and/or reasonable attorneys’ fees that are included in a final judgment against Oil Command (without right of appeal) or in a settlement approved by Customer that are attributable to Oil Command processing of such Customer Data to provide the Service; provided that Oil Command (iii) notifies Customer in writing of the claim promptly after receiving it, (iv) allows Customer to control the defense of the claim with counsel of its choice, and to settle such claim at Customer’s sole discretion (unless the settlement requires payment by Oil Command, requires Oil Command to admit liability, or interferes with, terminates, or amends Oil Commands rights, in which case Oil Command will have the sole right to approve such settlement), and (v) reasonably cooperates with Customer in defending the claim at Customer’s sole expense.

11.                   LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES.

11.1            DISCLAIMER OF INDIRECT DAMAGES.  IN NO EVENT SHALL EITHER PARTY, OR ITS AFFILIATES OR ITS LICENSORS BE LIABLE UNDER ANY LEGAL THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTIONS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS,  OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE, OF OR FAILURE TO PERFORM, UNDER THIS AGREEMENT (INCLUDING ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN OR DESTRUCTIVE PROPERTIES OF THE SERVICES), WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2            LIMITATION OF LIABILITY. EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY’S (OR ITS AFFILIATES’) AGGREGATE AND CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE WILL EXCEED THE AMOUNTS PAID OR OWED TO OIL COMMAND BY CUSTOMER IN THE AGGREGATE DURING THE SIX MONTHS (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.  NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY GROSS NEGLIGENCE, OR FOR FRAUD. NOTHING IN THIS SECTION WILL LIMIT THE FEES OWED BY CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICES, OR PROFESSIONAL SERVICES, OR FOR VIOLATING CUSTOMER’S OBLIGATIONS IN SECTION 4 AND 5.  THE PARTIES ACKNOWLEDGE THAT THE FEES PAID PURSUANT TO THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT, AND THAT OIL COMMAND WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM ERRORS RESULTING FROM COMPANY’S PROVISION OF PROFESSIONAL SERVICES, OR CLAIMS ARISING FROM CUSTOMER DATA OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES, LOSS OR INJURY CAUSED BY OR RESULTING FROM RELIANCE BY CUSTOMER, OR ANY USER, ON ANY INFORMATION OBTAINED FROM COMPANY OR THE SERVICES, OR THAT ARISES FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR DATA, INCLUDING ANY DATA, FILES, PROVIDED BY CUSTOMER OR CUSTOMER’S USERS, PERSONNEL, OR REPRESENTATIVES.       

12.                   TERM AND TERMINATION

12.1            Subscription Term.  The Subscription Term begins on the Subscription start date and remains in effect for the Subscription Term as specified on the applicable Service Order. At the end of the Subscription Term, the Subscription will automatically renew for additional Subscription Terms equal to the expiring Subscription Term, unless either party notifies the other of its intent not to renew such Subscription at least ninety (90) days before the expiration of the then-current Subscription Term. Non-renewal notice must be provided by email to clientsuccess@oilcommand.com or to the notice address specified in Section 15.

12.2            Effective Date and Term. This Agreement commences on the Effective Date and shall remain in effect until terminated by either Party in accordance with the terms of the Agreement (the “Term”). 

12.3            Termination. If either party materially breaches the terms of this Agreement and the breach is not cured (or curable) within thirty (30) days after written notice of the breach, then the other party may terminate this Agreement and/or the applicable Service Order(s) upon written notice to the breaching party. Either party also may terminate this Agreement upon written notice if the other party: (i) terminates or suspends its business, (ii) becomes subject to any insolvency proceeding under federal or state statute, (iii) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, (iv) has wound up or liquidated, voluntarily or otherwise, or (v) by ten (10) days’ prior written notice if no Service Order is in effect between the Parties.

12.4            Effect of Termination.  If this Agreement is terminated by Customer for Oil Command’ uncured breach in accordance with Section 12.3 (Termination), Oil Command will refund Customer any prepaid but unused fees covering the remainder of any terminated Service Orders as of the effective date of termination. If this Agreement is terminated by Oil Command for Customer’s uncured breach in accordance with Section 12.3 (Termination), Customer will pay within thirty (30) days any fees which are payable to Oil Command prior to, or after the effective date of termination.  Upon termination of this Agreement: (a) Oil Command’ obligation to provide the Services will terminate, (b) all of Customer’s, if Affiliate’s, and its Users’ rights to use the Services will terminate, and (c) each party will promptly destroy any data or Confidential Information from the other party in its possession.

12.5            Suspension In Lieu of Termination. If any amount owing by Customer is thirty (30) or more days overdue, Oil Command may, without limiting its other rights and remedies, and after providing Customer at least ten (10) days’ prior notice by email, accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Oil Command’ services to Customer until such amounts are paid in full.         

13.                   OIL COMMAND MOBILE APPLICATION

13.1            License.  Customer is granted a non-exclusive, non-transferable, limited license to access and use the Mobile Application  during the Term solely for its internal business operations on a device that it owns or controls and as permitted by the usage rules set forth in the applicable App Store terms.  Customer is responsible for any mobile carrier charges, including data usage fees, incurred while accessing or using the Mobile Application. By installing the Mobile Appliction, Customer and its Users consent to receive push notifications and allow access to the device’s location, camera, and storage, subject to the applicable device settings.

13.2            Disclaimer.  The Mobile Application is not part of the Services and is provided as a courtesy only. Oil Command makes no representations or warranties of any kind regarding the Mobile Application, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Mobile Application is provided “as is” and any use of the Mobile Application is at the Customer’s own risk. Oil Command shall not be liable for any damages arising from the use or inability to use the Mobile Application.  The Mobile Application may not be compatible with all devices or operating systems and Oil Command makes no guarantees regarding compatibility or availability. Neither Customer nor any User may download or use the Mobile Application if Customer or its User are located in a country subject to U.S. export restrictions or are a prohibited end user. This Agreement is between Customer and Oil Command and not with any App Store.

13.3            Updates.  Any updates, upgrades, new versions, or enhancements to the Mobile Application provided by the Company shall be subject to the terms and conditions of this Agreement. Customer acknowledges that the Mobile Application may contain open-source software components, which are subject to separate license terms.

14.                     SURVIVAL.  The provisions of Sections: 8 (“Confidential Information”),10 (“Indemnification”),11(“Limitation of Liability and Disclaimer of Damages”), and 15 (“Miscellaneous”), and any other terms and conditions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination of this Agreement.

15.                       MISCELLANEOUS

15.1            Assignment. Either party may assign this Agreement without the consent of the other party to an Affiliate, or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets (a “Sale”).  Assignment will not relieve the assigning party of its obligations under the assigned Agreement and such assignment will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. If Customer enters into a Sale with a direct competitor of Oil Command or assigns the Agreement to a direct competitor of Oil Command, Oil Command may, in its sole discretion terminate the Agreement.

15.2            Compliance with Applicable Laws. Each party will comply with all applicable laws, including without limitation, applicable export-control restrictions, data privacy laws, and anti-corruption laws.

15.3            Future Features and Functions.  Customer agrees that Oil Command may, from time to time, at its sole discretion, modify and update the Services. Customer understands and agrees that any features or functions related to Oil Command products referenced on any Oil Command website, or in any presentations, verbal or electronic communications, press releases or public statements, which are not currently available as a “Generally Available” release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for our products and services remains at Oil Command’ sole discretion. Accordingly, Customer agrees that it is purchasing products and services based solely upon features and functions that are currently available as of the time a Service Order, SOW, or other applicable ordering document is executed, and not in expectation of any future feature or function.  Furthermore, Customer agrees Oil Command may release functionality or features in the future not to be made available to the Oil Command customer base generally, and that access to such new features may, in Oil Command’ sole discretion, require payment of additional Fees.

15.4            Notices.  Notices may be sent by first-class, registered mail (return receipt requested) or private courier to the address of the receiving party identified the applicable Service Order, SOW, or other ordering document. Notice will be deemed given five (5) days after mailing U.S. first class, registered mail, or upon confirmed delivery by private courier, whichever is sooner. Customer will address notices to Oil Command’ Legal Department, with a copy to legal@oilcommand.com. Either party may from time to time change its address for notices under this section upon written notice to the other party.

15.5            Non-waiver. Any failure of either party to enforce performance by the other party of any of the provisions of this Agreement, or to exercise any rights or remedies under this Agreement, will not be construed as a waiver of such party’s right to assert or rely upon such provision, right or remedy in that or any other instance. Neither Party waives any rights or limits its remedies for actions taken outside the scope of this Agreement. 

15.6            Dispute Resolution. This Agreement will be governed by the laws of the State of Utah, U.S.A., without giving effect to any conflicts of laws provisions.  Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the state or federal courts of Salt Lake County, Utah, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the earlier of the following:  (i) the expiration or termination of all Subscriptions, (ii) the termination of this Agreement, or (iii) the time a party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

15.7            Severability. If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties, and the remaining provisions of the Agreement will remain in full force and effect.

15.8            Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect. Each party may identify the other as a customer or supplier, as applicable.

15.9            Force Majeure. Force Majeure Events shall excuse the affected party (the “Non-Performing Party“) from its obligations under this Agreement so long as the event and its effects continue.  Force Majeure Events include acts which are beyond the reasonable control of a party, including without limitation, Acts of God, natural disasters, pandemic, epidemic, war, riot, network attacks, acts of terrorism, fire, explosion, accident, sabotage, strikes, inability to obtain power, fuel, material or labor, or acts of any government (each, a “Force Majeure Event”). As soon as feasible, the Non-Performing Party shall notify the other party of: (a) its best reasonable assessment of the nature and duration of the Force Majeure Event, and (b) the steps it is taking to mitigate its effects.  Oil Command’ suspension of the Services in order to comply with laws is a Force Majeure Event.  A Force Majeure Event suffered by Customer will not suspend Customer’s requirement to pay Fees.

15.10         U.S. Government Restricted Rights. If the Services is used by the U.S. Government, parties agree the Services are “commercial computer software” and “commercial computer documentation” developed exclusively at private expense, and (i) if acquired by or on behalf of a civilian agency, shall be subject solely to the terms of this Agreement as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (ii) if acquired by or on behalf of units of the Department of Defense (“DOD”) shall be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and its successors.

15.11         Publicity. During the term of this Agreement, Customer agrees to support Oil Command’ marketing efforts in the following areas: (i) Customer’s name and logo may be used on Oil Command’ website and in Oil Command’ marketing materials (subject to Oil Command’ compliance with any written trademark use guidelines provided by Customer to Oil Command in advance), (ii) press release announcing Customer’s selection of Oil Command and/or the Service, and (iii) announcement of Customer’s use of Oil Command (in a method of Customer’s choosing; blog, press release, email, other channels).  If Customer plans to submit or publish any research relative to Customer’s outcome of using Oil Command Products and/or Service, Customer agrees to inform Oil Command prior to such submission or publication.

15.12         Entire Agreement; Execution. This Agreement, together with Appendix 1 and applicable Service Order(s), SOW, or ordering documents constitute the entire agreement between parties, and supersedes all prior or contemporaneous proposals, quotes, negotiations, discussions, or agreements, whether written or oral, between the parties regarding its subject matter. Revisions to this Agreement must be made by a separate amendment, signed by each party, and must be expressly drafted for that purpose and identify the specific sections that are being revised.  However, if Customer agreed to these terms by reference in another binding instrument (e.g., on a Service Order which refers to these terms by URL), Oil Command may change these terms by posting an updated version at the applicable URL and notifying Customer of the change. By continuing to access or use the Services after such notice Customer agrees to be bound by the updated terms. Customer click-through terms, preprinted terms in Customer purchase orders or other customer-generated ordering documents, or terms referenced or linked within them, will have no effect on this Agreement and are hereby rejected, regardless of whether they are signed by Oil Command and/or purport to take precedence over this Agreement. The order of precedence among all documents executed among the parties shall be: (1) the applicable Service Order, (2) this Agreement, (3) fully executed SOWs or similar ordering document (4) the Documentation.

Appendix 1
(Definitions)

“Affiliate” means, with respect to a party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under common control with such party through the possession of more than fifty percent (50%) of the voting stock of the controlled entity.

“Authorized User” or “User” means: (a) in the case of an individual accepting this Agreement on such individual’s own behalf, such individual; or (b) an employee or authorized third-party of Customer, who has been authorized by Customer to use the Services in accordance with the terms and conditions of this Agreement and has been allocated user credentials. 

“Business Day” means 7:00 a.m. – 6:00 p.m. Mountain Time, U.S.A. during a day which is not a federally recognized holiday. A “Business Hour” occurs during a Business Day.

“Connected Application” means Customer’s or a third party’s web-based or other software application that interoperates with the Services.

“Customer Data” means any electronic data or materials provided or submitted by or for Customer to or through the Services.

“Documentation” means Oil Command’s published materials or information that describe the functionality of the Services, as updated by Oil Command from time to time.

“Error” means a material deviation from the intended behavior of the Services as described in the Documentation.

“Implementation Services” means any services provided to Customer to assist implementing the Services described under a separately executed statement of work that defines the scope of the services engagement.

“Mobile Application” means a software program developed Oil Command that Users may download from a third-party app store (such as the Apple App Store or Google Play). It is designed to run on smartphones and tablets and provides users with mobile access to certain features or functionalities of the Services.

“Service Order” means the purchasing document (however so named), signed by a duly authorized representative of each party, that details the Subscription, pricing, payment terms, applicable licensing metrics, other applicable commercial terms and condition, and includes its attachments, schedules, exhibits, addenda, and any terms and conditions and other products and services purchased by Customer from Oil Command pursuant to this Agreement.

“Party” means either Customer or Oil Command and together are the “Parties”.

“Professional Services” means Training Services, Implementation Services, or other services Customer agrees to purchase as described in a fully executed statement of work or other ordering document.

“Services” means Oil Command software-as-service platform located at https://oilcommand.com/, including any applicable subdomains, and any Mobile Application provided by Oil Command.

“Subscription” means access to the Services during the Subscription Term.  Each Subscription is specific to a unique Authorized User and under no circumstance may an Authorized User Subscription be transferred to, shared among or used by different Authorized Users.

“Subscription Term(s)” means the subscription period(s) during which Customer is authorized to use the Services, as specified in the applicable Service Order(s).

“Training Services” means those training or advisory services described in an applicable Service Order to be provided by Oil Command pursuant to this Agreement.