TERMS AND CONDITIONS INTELLIGENT WELLHEAD SYSTEMS INC. and/or [IWS USA CORP. (collectively "IWS") provides software, hardware, services, technology and other products (collectively the "Offerings"). For the purpose of these Terms and Conditions, the "User" or "you" means the person, company or other entity using, accessing, and/or receiving the Offerings, and "User Group" means the User and its parent, subsidiary and affiliated companies, its and their co-lessees, partners, joint venturers, co-owners, interest holders, entities for whom User provides services, contractors, subcontractors, and each of their respective directors, officers, employees, agents, customers, clients and representatives. Unless otherwise agreed to in writing by IWS, any use of these Offerings is subject to the following terms and conditions: 1. User Obligations (a) You agree that you obtain no right to make unauthorized copies of the Offerings or any part thereof, or to modify, duplicate or reverse-engineer any aspect of the Offerings and you shall not translate, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of any Offering supplied hereunder, or adapt the Offering in any way to create a derivative work. You shall not distribute, sell, lease, transfer, assign, trade, rent, or lend any of the Offerings or disclose, publish, license, sublicense or cross-license the same or frame or distribute screen shots to others. (b) If you or any members of User Group provide personal information to IWS, you agree to obtain all necessary consents in relation to such personal information and IWS agrees to comply with applicable privacy and data protection laws. IWS may transmit such information across international borders and to third parties for secure processing and storage in accordance with these Terms and Conditions. (c) You agree that you shall, and that you shall ensure that the other members of User Group shall, comply with all laws, ordinances and regulations now existing or existing in the future, which in any way relate to possession, use or maintenance of the Offerings. 2. No Representations or Warranties The Offerings are provided on an 'as is' basis and as such, User acknowledges and agrees that: (a) IWS in no way makes any representation, warranty or covenant, expressed or implied, with respect to: (i) the merchantability, condition, quality, durability, sustainability, title, quiet enjoyment, or non-infringement of the Offerings in any respect; (ii) the fitness of the Offerings for a particular purpose and/or for the intended uses of the User; (iii) any warranties against patent infringements or defects; or (iv) any other representation, warranty, covenant of any kind, expressed or implied, other than that which is expressly set out herein. (b) IWS may provide User with interpretations of Operations Data or other information provided by User or collected or generated with the Offerings. As such, User understands and acknowledges that such interpretations (whether provided by IWS personnel from time to time or generated automatically through the Offerings) are mere opinions, based upon IWS' judgment, experience and/or its software algorithms. User further understands and acknowledges that if User chooses to rely upon such interpretations, User does so at its own risk. User also understands and acknowledges that in offering any interpretations, IWS makes no warranty whatsoever with respect to their accuracy or completeness, and shall not be responsible for their use or non-use by User or any member of User Group. 3. No Liability (a) IWS' LIABILITY, REGARDLESS OF HOW SUCH LIABILITY ARISES, IN CONNECTION WITH ITS SUPPLY OF OFFERINGS SHALL NEVER EXCEED THE FEES PAID OR PAYABLE BY USER TO IWS FOR THE OFFERINGS SPECIFICALLY GIVING RISE TO THAT LIABILITY. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER THE BASIS FOR THE CLAIM IS IN CONTRACT, TORT (NEGLIGENCE AND STRICT LIABILITY) LAW, EQUITY, STATUTE OR OTHERWISE. (b) IN NO EVENT SHALL IWS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS, INCOME OR REVENUES, LOSS OF TIME, LOST ANTICIPATED SALES, LOST OPPORTUNITIES, BUSINESS INTERRUPTION, DOWN TIME, FAILURE TO REALIZE EXPECTED SAVINGS, CLAIMS OF THIRD PARTIES, LOST GOODWILL, LOST DATA, OR OTHER INTANGIBLE LOSSES OR OTHER ECONOMIC LOSS ARISING OR INCURRED AS A RESULT OF USER'S USE OR NON-USE OF THE OFFERINGS OR FROM ANY OTHER CAUSE HOWSOEVER OCCURRING IN OR BASED UPON WARRANTY, CONTRACT OR TORT, INCLUDING NEGLIGENCE) FOR ANY BREACH OF IWS’ OBLIGATIONS OR WARRANTIES OR ANY SORT, EXPRESS OR IMPLIED RESULTING FROM THESE TERMS AND CONDITIONS. (c) IWS SHALL NOT BE LIABLE FOR ANY THIRD PARTY SERVICES. 4. Intellectual Property (a) All Intellectual Property rights in and related to the Offerings, including, without limitation, copyright, patent and design rights, are and shall remain the property of IWS, and IWS shall not be required to furnish any detailed manufacturing or development information pertaining thereto. For the purposes of these Terms and Conditions, “Intellectual Property” means any trademarks, trade names, business names, brand names, domain names, service marks, copyrights, including any performing, author or moral rights, designs, inventions, patents, franchises, formulas, processes, know-how, technology and related goodwill; any applications, registrations, issued patents, continuations in part, divisional applications or analogous rights or license rights therefor; trade secret information; all other intellectual or industrial property and the ownership of or license or other right to use and/or enforce any of the foregoing. (b) Operations Data. All information and data from or in respect of User's wells, facilities or operations (including without limitation information on wellbore, production, reservoir, geology and formations encountered in the well) accessed and made available to IWS through its Offerings or submitted by User (collectively the “Operations Data”), shall remain the property of the User. (c) Work Product. Except for Operations Data, all Intellectual Property generated by or with use of the Offerings, shall be the property of IWS, including all processes, charts, designs, drawings, software modifications and items of a similar nature, which are generated from or in respect of Operations Data, through the use of, or in connection with, the Offerings or other software, technology, proprietary processes or infrastructure of IWS (collectively the “Work Product”). IWS reserves all rights with regard to any Work Product generated through the use of our Offerings and IWS is free to offer, sell and provide to third parties, any goods, services, and/or Offerings that include any Work Product. (d) Improvements, Discoveries. All Intellectual Property produced, developed, or generated incidental to the use of, or in connection with, the Offerings, whether based on Feedback or not, as well as any ideas, discoveries, concepts, know-how, techniques, improvements and general lessons learned (however learned) by IWS to improve, expand, enhance or further develop the Offerings, including, without limitation, copyright, patent and design rights, is and shall remain the property of IWS. (e) Feedback. If User elects to provide suggestions, ideas, proposals, concepts or other feedback to IWS (whether written, verbal or in any other format or manner) in connection with the Offerings (collectively “Feedback”), such Feedback shall be the sole and exclusive property of IWS. 5. License to Use Intellectual Property (a) IWS hereby grants to User a worldwide, royalty-free, paid up, non-exclusive license to use the Intellectual Property belonging to IWS, and the Work Product, solely to the full extent necessary for User to exploit and enjoy all intended benefits of the Offerings arising out of these Terms and Conditions. (b) User hereby grants to IWS a worldwide, royalty-free, paid up, non-exclusive license to use User's Operations Data for the continuous development of its Offerings and related technology, and for use by IWS on a aggregated, anonymized, or otherwise altered basis, to prevent a third party from learning any User Confidential Information and/or any Operations Data through such use by IWS. 6. Confidentiality Subject to Sections 4 and 5 of these Terms and Conditions, IWS will implement and maintain safeguards designed to protect the confidentiality of the Operations Data and other information received by IWS or collected though the Offerings and any other information provided to IWS and clearly labelled or designated as confidential (“Confidential Information”); provided, however that Confidential Information does not include any information that (i) is or becomes available to the public domain through no act or omission of IWS; (ii) was in the possession of IWS prior to the User's use of the Offerings and which was not subject to any obligation of confidentiality; (iii) was received from a third party whose possession of such Confidential Information is lawful and who is under no obligation not to disclose; or (v) is required to be disclosed to comply with the requirements of the law of any government or regulatory body having proper jurisdiction over the Offerings, the User or IWS. 7. General (a) Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and cancel and supersede any prior understandings and agreements between the parties with respect thereto. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth herein. (b) Assignment. These Terms and Conditions shall enure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of the User and the successors and assigns of IWS. User may not assign its rights or obligations under these Terms and Conditions without the prior written consent of IWS. IWS may assign its rights and obligations under these Terms and Conditions without the consent of the User. (c) Severability. If any provision of these Terms and Conditions is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. (d) Governing Law. These Terms and Conditions shall be governed by the laws of the Province of Alberta and User agrees that any dispute hereunder shall be brought in the courts of the Province of Alberta. (e) Language. It is the express will of the parties hereto that these Terms and Conditions and all related documents are drawn up in English.