END USER LICENSE AGREEMENT

GKOS, LLC DBA GK Oilfield Solutions

206A S Loop 336 W #353 Conroe, TX 77304

This End User License Agreement ("Agreement") is entered into between GKOS, LLC DBA GK Oilfield Solutions, with a mailing address at 206A S Loop 336 W #353, Conroe, Texas 77304 ("GKOS," "Provider," "we," "us," or "our"), and the business or other legal entity that purchases, accesses, or uses the Services ("Customer," "you," or "your").

This Agreement governs Customer's access to and use of the GKOS software platform, applications, portals, dashboards, databases, analytics, notifications, reports, data-management tools, laboratory-information-management functions, dispatching and order-management functions, remote-monitoring functions, and related software services.

Acceptance of Agreement

Customer accepts and agrees to be bound by this Agreement when Customer or an Authorized User does any of the following after being provided with access to or notice of this Agreement: (a) signs an Order Form, proposal, quotation, service agreement, or other document that references this Agreement; (b) clicks an "accept," "agree," "continue," or similar electronic acceptance button; (c) creates or activates an account; (d) logs into or accesses the Services; (e) continues to access or use the Services after receiving notice of this Agreement or an updated version of it; (f) pays an invoice for the Services; or (g) otherwise indicates acceptance electronically or in writing.

The individual accepting this Agreement on Customer's behalf represents that the individual has authority to bind Customer. If the individual does not have such authority or Customer does not agree to this Agreement, Customer and its Authorized Users must not access or use the Services.

1. Definitions

1.1 “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.2 “Authorized User” means an employee, contractor, consultant, representative, or other individual whom Customer authorizes to access the Services on Customer's behalf.

1.3 “Customer Data” means information, measurements, records, files, configurations, sample information, laboratory data, order information, dispatch information, operational information, and other data submitted to the Services by or on behalf of Customer or collected through Customer's authorized use of connected equipment. Customer Data does not include Provider Technology, Derived Data, or data independently obtained by Provider without use of Customer's Confidential Information.

1.4 “Derived Data” means data, statistics, models, trends, benchmarks, performance metrics, and other information derived from operation of the Services or Customer's use of the Services that has been aggregated or de-identified so that it does not reasonably identify Customer, an Authorized User, a particular facility, or Customer's confidential operations.

1.5 “Documentation” means user guides, operating instructions, technical materials, specifications, and other documentation that Provider makes available for the Services.

1.6 “Equipment” means sensors, probes, controllers, gateways, modems, enclosures, wiring, communications devices, field instruments, and other hardware that may connect to or transmit data to the Services.

1.7 “Service Document” means an Order Form, quotation, proposal, invoice, statement of work, service agreement, email confirmation, electronic subscription selection, account-registration record, or similar written or electronic record that identifies the Services purchased or made available to Customer. A Service Document is not required for this Agreement to apply when Customer otherwise accepts this Agreement.

1.8 “Order Form” means a mutually accepted quotation, proposal, order form, statement of work, service agreement, licensing agreement, or similar document that identifies the Services purchased by Customer. An Order Form may be used but is not required unless Provider expressly states otherwise.

1.9 “Provider Technology” means the Services, Documentation, software, source code, object code, databases, data structures, algorithms, workflows, interfaces, dashboards, configurations, formulas, calculation methods, alarm logic, analytics methods, reports, designs, inventions, processes, know-how, and other technology owned, developed, or licensed by Provider. Provider Technology includes the GKOS platform and any modifications, enhancements, derivative works, or improvements to it, including software used for laboratory information and sample management; laboratory-data collection, storage, processing, and reporting; dispatching, scheduling, work-order, and order-management functions; operational-data collection and reporting; manually entered or imported data; remote monitoring and connected-equipment data; customer portals and dashboards; and related analytics, alerts, and reporting.

1.10 “Services” means the hosted software, applications, portals, dashboards, databases, data-entry tools, data-import tools, monitoring functions, laboratory-information-management functions, dispatching and order-management functions, analytics, notifications, reports, support services, and other software services made available by Provider. The Services may receive data through manual entry, file upload, data export or import, application interfaces, third-party systems, connected Equipment, sensors, or other methods.

1.11 “Subscription Term” means the period during which Customer is authorized to use the Services.

2. Applicability and Service Documents

2.1 This Agreement applies to all Services accessed or used by Customer, whether purchased through an Order Form, quotation, proposal, invoice, online subscription, email confirmation, account creation or activation, or another written or electronic arrangement.

2.2 A Service Document may contain additional commercial, technical, operational, or service-specific terms. If no Service Document exists, the Services, fees, Subscription Term, authorized usage, and other commercial terms will be those displayed within the Services, stated on Provider's invoice, communicated electronically to Customer, or reflected in Customer's account.

2.3 If there is a conflict among applicable documents, the following order of precedence applies: (1) a signed amendment expressly modifying this Agreement; (2) the applicable Order Form or other mutually signed Service Document; (3) this Agreement; (4) an invoice, quotation, proposal, or electronic subscription record; and (5) the Documentation. A provision in a purchase order or other Customer-issued document will not modify this Agreement unless Provider expressly agrees in a document signed by an authorized representative of Provider.

2.4 Unless expressly stated otherwise, this Agreement governs software access and related software services. Equipment purchases, rentals, installation, field services, calibration, maintenance, consumables, and hardware warranties may be governed by separate terms. Some Services do not connect to Equipment and may instead be used to collect, enter, import, organize, manage, analyze, dispatch, report, or store laboratory, order, operational, or other business data.

3. License and Access Rights

3.1 Subject to Customer's compliance with this Agreement and payment of all applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right during the Subscription Term to access and use the Services for Customer's internal business operations; permit Authorized Users to access and use the Services on Customer's behalf; enter, upload, import, collect, manage, analyze, and report Customer Data through the Services; and use and reproduce reports generated through the Services for Customer's internal business purposes.

3.2 The Services are licensed, not sold. Customer receives only the rights expressly granted in this Agreement. Provider and its licensors retain all rights, title, and interest in and to the Provider Technology.

3.3 Customer is responsible for determining which individuals are Authorized Users; ensuring Authorized Users comply with this Agreement; maintaining accurate user and account information; promptly disabling access for persons no longer authorized; and all activity occurring through Customer's accounts, except to the extent caused by Provider's breach.

3.4 Customer Affiliates may use the Services only if expressly authorized by Provider. Customer remains responsible for each participating Affiliate's compliance.

4. Customer Accounts and Security

4.1 Customer and its Authorized Users must keep usernames, passwords, access tokens, and other credentials confidential and may not share individual credentials with unauthorized persons.

4.2 Customer will maintain commercially reasonable administrative, physical, and technical safeguards for Customer-controlled systems, devices, networks, and credentials used to access the Services.

4.3 Customer will promptly notify Provider's designated customer contact, account representative, support contact, or information-technology contact if Customer becomes aware of unauthorized account access, compromised credentials, improper disclosure of information obtained through the Services, or any suspected security incident affecting the Services. Provider's current security or support contact information may be stated within the Services, on an invoice, in the Documentation, or in another communication provided to Customer.

4.4 Provider is not responsible for security incidents caused by Customer's equipment, networks, credentials, third-party systems, or failure to follow Provider's reasonable security instructions.

5. Use Restrictions

Customer will not, and will not permit another person to: copy, modify, translate, adapt, or create derivative works of Provider Technology except as expressly authorized; reverse engineer, decompile, disassemble, decode, or attempt to discover source code, structure, algorithms, models, or underlying ideas; circumvent authentication, security, usage limitations, or access controls; access the Services to develop, train, evaluate, benchmark, or improve a competing product or service; provide a competitor access to the Services, Documentation, dashboards, outputs, performance information, or operating methods for competitive evaluation; conduct a side-by-side competitive evaluation without Provider's prior written consent; scrape, harvest, extract, or copy information through unauthorized automated means; resell, lease, sublicense, distribute, timeshare, or provide the Services to a third party; remove proprietary notices; upload malicious code; use the Services unlawfully; misrepresent outputs as independently certified by Provider; use the Services as the sole means of protecting human life, preventing environmental harm, controlling a safety-critical process, or satisfying a legally required safety system unless Provider expressly agrees in writing; or exceed purchased usage limits.

6. Customer Responsibilities

6.1 Customer is responsible for the accuracy, quality, legality, and integrity of Customer Data and for obtaining any rights or permissions necessary for Provider to process Customer Data.

6.2 The Services may be used with manually entered data, uploaded files, exported data, third-party data, laboratory data, operational data, order and dispatch information, connected Equipment, or any combination of these sources. To the extent applicable, Customer is responsible for maintaining adequate internet, cellular, electrical, and network connectivity; providing compatible computers, mobile devices, browsers, networks, software, systems, and user access; ensuring manually entered, uploaded, imported, or exported information is complete and accurate; properly configuring Customer-controlled data fields, workflows, permissions, exports, imports, integrations, and third-party systems; maintaining Customer-owned or Customer-controlled Equipment; providing proper power and operating conditions for connected Equipment; ensuring proper installation, configuration, and placement of Equipment; performing required cleaning, inspection, calibration, maintenance, and consumable replacement for Customer-maintained Equipment; and following Provider's Documentation and reasonable operating instructions. Equipment, sensor, connectivity, calibration, and field-condition requirements apply only when Customer uses Services involving them.

6.3 Customer retains sole responsibility for decisions made using the Services, including laboratory, sample, testing, reporting, dispatching, scheduling, order-management, personnel, operational, commercial, administrative, chemical-treatment, mechanical, process, environmental, health, and safety decisions. Customer will independently evaluate information provided through the Services before taking or refraining from action when independent review is appropriate.

6.4 Customer is responsible for determining whether its use of the Services complies with laws, permits, contractual obligations, industry requirements, and internal policies applicable to Customer.

6.5 Customer will provide information, access, personnel, and cooperation reasonably required for Provider to perform the Services.

7. Data Rights

7.1 As between the parties, Customer retains ownership of Customer Data, subject to the rights granted in this Agreement.

7.2 Customer grants Provider and its subcontractors a non-exclusive, worldwide, royalty-free license during the Subscription Term to host, copy, transmit, display, process, analyze, and otherwise use Customer Data as necessary to provide, secure, maintain, support, configure, diagnose, enforce, and comply with law.

7.3 Provider may create and use Derived Data for lawful business purposes, including improving products and services, evaluating system and equipment performance, developing algorithms, analytics, benchmarks and models, internal research, maintenance planning, and aggregated insights. Provider will not publicly identify Customer as the source without permission.

7.4 Provider may collect service telemetry concerning use, performance, configuration, errors, communication status, data quality, and security.

7.5 During the Subscription Term, Customer may export Customer Data through available functionality or request an export subject to Provider's then-current technical capabilities and professional-service fees.

7.6 Unless a Service Document states otherwise, Customer will have six months after termination, expiration, cancellation, or cessation of the Services to request or complete an export of Customer Data. During this period Provider may restrict access to read-only or export-only functionality; is not required to continue active processing, monitoring, alerts, integrations, support, or other subscription functionality; may require payment of undisputed past-due amounts before providing portal access or a custom export; and may charge for custom exports, conversions, reports, or professional services. After six months, Provider may delete Customer Data without further obligation or notice. Provider may retain data as required by law, in routine backups until overwritten, as reasonably necessary to establish or defend legal rights, or in aggregated or de-identified form. Customer is responsible for requesting and verifying its export before the period expires.

7.7 Customer acknowledges that Customer Data may be processed and stored in the United States and other locations where Provider or its service providers operate, subject to applicable law.

8. Confidentiality

8.1 “Confidential Information” means nonpublic information disclosed by one party to the other that is marked confidential or reasonably should be understood as confidential. Provider Confidential Information includes Provider Technology, pricing, security information, product roadmaps, algorithms, alarm logic, analytics methods, Documentation, and nonpublic technical information. Customer Confidential Information includes identifiable Customer Data and nonpublic operational or business information.

8.2 The receiving party will use Confidential Information only to perform or exercise rights under this Agreement; protect it using at least reasonable care; disclose it only to persons with a need to know who are subject to confidentiality obligations; and be responsible for unauthorized use or disclosure by such persons.

8.3 Confidential Information excludes information lawfully known without restriction before disclosure, publicly available without breach, lawfully received from a third party without obligation, or independently developed without use of Confidential Information.

8.4 Required disclosure is permitted when legally compelled, with advance notice where legally allowed.

8.5 Unauthorized use or disclosure may cause irreparable harm, and the affected party may seek injunctive or equitable relief.

9. Intellectual Property

9.1 Provider and its licensors own all rights, title, and interest in Provider Technology, the structure and organization of the Services, software, algorithms, analytics, dashboards, interfaces, alerting methods, calculations, models, formulas, workflows, Documentation, training materials, improvements, modifications, derivative works, and associated intellectual-property rights.

9.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate feedback without restriction or compensation, provided Provider does not identify Customer as the source without permission.

9.3 Customer grants Provider a limited right to use Customer names, logos, and marks solely as necessary to configure the Services. Provider will not publicly identify Customer as a customer without prior permission unless otherwise stated in a Service Document.

9.4 Third-party software, data, maps, interfaces, communications platforms, or other materials may be subject to separate terms.

10. Software Changes and Updates

10.1 Provider may update, modify, enhance, or replace portions of the Services. Provider will not materially reduce core functionality purchased by Customer during a current Subscription Term unless necessary to address a security, legal, safety, or third-party dependency issue, substantially similar functionality is provided, or Provider gives reasonable notice and an appropriate remedy.

10.2 Preview, beta, pilot, evaluation, or experimental features may be modified or discontinued at any time, may contain errors or incomplete functionality, may not be supported, are provided as-is, and should not be used for production or safety-critical decisions unless expressly authorized.

11. Support and Availability

11.1 Provider will provide the support level identified in the applicable Service Document. Unless otherwise stated, support is available during Provider's normal business hours, excluding holidays.

11.2 Provider may perform scheduled and emergency maintenance and will use commercially reasonable efforts to provide advance notice of scheduled maintenance expected to materially affect availability.

11.3 Unless a written service-level agreement applies, Provider does not guarantee uninterrupted availability, a particular response time, or a specific uptime percentage.

11.4 Provider is not responsible for interruptions or data delays caused by internet, cellular, satellite, utility or telecommunications failures; Customer or third-party systems; Equipment malfunction, fouling, damage, miscalibration or improper installation; site conditions; Customer actions or omissions; force majeure; permitted suspension; or maintenance and emergency security measures.

12. Alerts, Measurements, Data, and Analytics

12.1 The Services provide monitoring, organizational, analytical, workflow, and decision-support tools. Unless expressly stated, the Services do not constitute engineering certification, laboratory accreditation or certification, environmental compliance certification, professional engineering advice, legal or regulatory advice, a guarantee of equipment condition or process performance, or a substitute for onsite inspection, testing, or qualified personnel.

12.2 The accuracy and completeness of outputs depend in part on the quality, accuracy, timing, completeness, and configuration of underlying data. Where applicable, measurements may be affected by sensor condition, placement, fouling, calibration, maintenance, flow, temperature, pressure, electrical interference, communications quality, sample representativeness, and field conditions. For manually entered, uploaded, imported, exported, laboratory, dispatching, order, or operational data, outputs may be affected by data-entry errors; incomplete or delayed entries; incorrect sample, customer, order, asset, or location identification; incorrectly mapped fields; file-format or import errors; duplicate records; third-party system errors; user-permission or configuration errors; or omitted or incorrect information. Customer is responsible for evaluating whether data and outputs are sufficiently accurate, complete, and representative for the intended use.

12.3 Alerts, dispatch notices, status updates, reminders, reports, and other communications may be delayed, missed, duplicated, incomplete, or inaccurate because of connectivity, configuration, user input, Equipment, software, email, text-messaging, third-party-system, or other issues. Customer will maintain independent procedures for any time-sensitive, safety-related, regulatory, laboratory, dispatching, operational, or customer-service obligation that should not depend solely on an automated notification.

12.4 Predictions, trends, calculations, dosing suggestions, optimization outputs, and other automated recommendations are based on available data and configured assumptions. Customer is responsible for reviewing suitability before implementation.

12.5 Customer may not use the Services as an autonomous safety shutdown system or sole process-control mechanism unless the parties execute a separate written agreement specifically authorizing such use.

13. Fees and Payment

13.1 Customer will pay all fees specified in each Service Document or invoice. Unless expressly stated otherwise, fees are quoted and payable in U.S. dollars, non-cancelable and non-refundable, exclusive of taxes, and based on purchased subscription or usage quantities rather than actual use.

13.2 Provider will invoice Customer according to the applicable Service Document or standard billing practice. Unless otherwise stated, invoices are due within 30 days after the invoice date.

13.3 Past-due amounts may accrue interest at the lesser of one and one-half percent per month or the maximum lawful rate. If an undisputed invoice remains unpaid for 10 days after its due date, Provider may disable or suspend Customer's portal and Services; disable data entry, processing, reporting, alerts, integrations, or other functionality; restrict the account to read-only or payment-only access; and withhold support, custom exports, reports, or other services. Notice may be provided by invoice, email, portal notification, or other electronic communication. Access may remain disabled until all undisputed past-due amounts, applicable late charges, and reasonable reactivation charges have been paid. Suspension does not cancel amounts owed, extend a payment deadline, prevent monthly fees from continuing to accrue while the account remains active, or require Provider to preserve data beyond stated retention periods. Provider will use commercially reasonable efforts to restore access after receiving required payments.

13.4 Customer is responsible for sales, use, excise, value-added, withholding, and similar taxes associated with the Services, excluding taxes based on Provider's net income.

13.5 Customer must notify Provider in writing of a good-faith invoice dispute within 15 days after the invoice date and timely pay all undisputed amounts.

13.6 Provider may invoice Customer for usage exceeding purchased limits at stated or then-current rates.

14. Suspension

Provider may suspend access to all or part of the Services if an undisputed invoice remains unpaid for 10 days after its due date; Customer's use creates a security, legal, operational, or safety risk; Customer materially breaches use restrictions; suspension is required by law or governmental authority; a necessary third-party service becomes unavailable; or Customer's use may subject Provider or another person to liability. Provider may provide notice through email, invoice, portal notification, or another reasonable electronic method and is not required to provide an additional cure period when a prior invoice or communication already states that access may be disabled beginning 10 days after the due date. When reasonably practicable, Provider will limit suspension to affected Services or accounts. Suspension does not relieve Customer of payment obligations.

15. Term, Renewal, Pricing, and Cancellation

15.1 This Agreement begins when Customer first accepts it and continues until Customer no longer has an active account, Subscription Term, or outstanding obligation.

15.2 Unless a Service Document expressly states otherwise, the Subscription Term is monthly. The initial monthly Subscription Term begins on the date Services are activated, the date stated on the first invoice, or another date communicated to Customer.

15.3 Unless Customer or Provider cancels the Services, each monthly Subscription Term automatically renews for an additional one-month period when Customer makes the next monthly payment, Provider successfully processes a recurring payment, or Provider issues and Customer pays the applicable monthly invoice. Payment constitutes acceptance of the renewal and the version of this Agreement made available at the time of renewal. Continued use before payment does not waive the payment obligation or prevent suspension.

15.4 Provider may adjust subscription, usage, support, monitoring, hosting, or other recurring fees effective at the beginning of a calendar year. A standard annual increase will not exceed seven percent of the rates in effect immediately before the increase. Provider will provide reasonable advance notice by invoice, email, portal notice, or other written or electronic communication. The seven-percent limitation does not apply to additional Services, users, locations, devices, assets, tanks, records, transactions, storage, data volume, or other increased usage requested or incurred by Customer; new features, modules, integrations, or professional services; changes in third-party, communications, messaging, hosting, licensing, regulatory, tax, or pass-through costs; materially expanded scope; or individually negotiated pricing. Payment of the first invoice reflecting adjusted pricing constitutes acceptance.

15.5 Unless a Service Document states otherwise, either party may cancel a monthly subscription by written or electronic notice before the next monthly renewal date. Cancellation becomes effective at the end of the then-current paid monthly term. Fees already paid are non-refundable unless otherwise required by law or expressly agreed.

16. Termination

16.1 Either party may terminate this Agreement or affected Services if the other party materially breaches and fails to cure within 30 days after written notice, or materially breaches an obligation that cannot reasonably be cured.

16.2 Either party may terminate upon insolvency, general assignment for creditors, a bankruptcy or receivership proceeding not dismissed within 60 days, or cessation of substantially all business operations.

16.3 Provider may terminate immediately if Customer intentionally infringes or misappropriates Provider intellectual property, provides access to a competitor in violation of this Agreement, uses the Services for unlawful or unauthorized competitive evaluation, or repeatedly violates security or use restrictions.

16.4 Upon expiration, cancellation, or termination, Customer's active license and access rights end except for limited export access under Section 7.6; Customer must stop using active functionality; each party must return or destroy the other's Confidential Information upon request subject to legal and backup retention; Customer must pay accrued fees; and Customer may request an export during the six-month period.

16.5 Payment, confidentiality, intellectual property, data rights, disclaimers, indemnification, limitations of liability, dispute resolution, and provisions that by nature should survive will survive.

17. Limited Warranty

17.1 Provider warrants that during the applicable Subscription Term the Services will perform in all material respects in accordance with applicable Documentation when used as authorized.

17.2 Customer's exclusive remedy is for Provider to use commercially reasonable efforts to correct the nonconformity. If Provider cannot correct a material nonconformity within a reasonable period, Customer may terminate the affected Services and receive a prorated refund of prepaid, unused subscription fees.

17.3 The warranty does not apply to issues caused by Customer misuse or unauthorized modification; Customer or third-party systems; Equipment, connectivity, power, or site conditions; failure to follow Documentation; beta or evaluation features; third-party products or services; or events outside Provider's reasonable control.

18. Disclaimers

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 17 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, REPORTS, ANALYTICS, ALERTS, AND OTHER PROVIDER TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; ALL DEFECTS WILL BE CORRECTED; ALERTS OR COMMUNICATIONS WILL ALWAYS BE DELIVERED; MEASUREMENTS OR ANALYTICS WILL BE ACCURATE UNDER ALL CONDITIONS; THE SERVICES WILL IDENTIFY OR PREVENT EVERY EQUIPMENT, PROCESS, SAFETY, ENVIRONMENTAL, OPERATIONAL, LABORATORY, WORKFLOW, OR DATA CONDITION; OR CUSTOMER WILL ACHIEVE A PARTICULAR RESULT.

19. Indemnification

19.1 Provider will defend Customer against a third-party claim alleging that Customer's authorized use of the Services infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or settlement amounts approved by Provider. Provider has no obligation for claims arising from Customer Data, Customer or third-party modifications, combinations not provided or approved by Provider, use outside the scope of this Agreement, continued use after instruction to stop, Customer specifications, or third-party products or services. Provider may obtain the right to continue use, modify or replace affected Services, or terminate affected Services and refund prepaid unused fees. This Section states Provider's entire liability for such claims.

19.2 Customer will defend, indemnify, and hold harmless Provider, its Affiliates, and personnel from third-party claims arising from Customer Data; unlawful or unauthorized use; breach of use restrictions; Customer equipment, operations, chemical treatment, process-control, environmental, laboratory, dispatching, business, or safety decisions; failure to maintain or calibrate Equipment; violation of law or another person's rights; or Customer negligence or willful misconduct.

19.3 The indemnified party will promptly notify the indemnifying party, reasonably cooperate at the indemnifying party's expense, and allow control of defense and settlement, subject to consent for settlements imposing nonmonetary obligations or admissions.

20. Limitation of Liability

20.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST PRODUCTION, LOST BUSINESS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, REGARDLESS OF THEORY AND EVEN IF ADVISED OF THE POSSIBILITY.

20.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN ORDER FORM OR SERVICE ARRANGEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. If the claim arises before 12 months have accrued, the cap is the fees paid or payable for the first 12 months.

20.3 These limitations do not apply to Customer payment obligations; infringement or misappropriation of the other party's intellectual property; Customer breach of use restrictions; fraud or willful misconduct; indemnification obligations except as otherwise agreed; or liability that cannot legally be limited.

20.4 The fees reflect the allocation of risk and these limitations apply even if a limited remedy fails of its essential purpose.

21. Insurance

During the Subscription Term, each party will maintain insurance appropriate to its business and obligations. Upon reasonable request, Customer will provide evidence of insurance covering Customer's field operations, Equipment, personnel, and use of the Services where applicable.

22. Compliance with Laws

Each party will comply with laws generally applicable to its performance. Customer is solely responsible for laws and requirements specifically applicable to its industry and operations; collection and use of data; facilities and Equipment; environmental, occupational, health, safety, laboratory, dispatching, and business matters; and decisions made using information obtained through the Services. Neither party will use the Services in violation of applicable export controls, sanctions, or anti-corruption laws.

23. Publicity

Provider may not use Customer's name, logo, or trademarks in public marketing materials without Customer's prior written approval. The parties may separately agree to a press release, case study, testimonial, or customer listing.

24. Audit and Usage Verification

Provider may use technical controls to verify compliance with account, device, site, asset, and usage limits. Upon reasonable written notice, Customer will provide information reasonably necessary to verify compliance. Provider will minimize disruption and protect Customer Confidential Information. If an audit identifies underpayment exceeding five percent, Customer will pay the shortfall and reasonable audit costs.

25. Third-Party Services

The Services may interoperate with third-party products or services selected by Customer, including cellular providers, cloud-hosting services, mapping services, messaging services, equipment manufacturers, and third-party interfaces. Provider is not responsible for third-party products or services, changes, data accuracy, outages, security incidents, or Customer's relationship with such providers. Provider may discontinue an integration if the third-party service becomes unavailable, insecure, unlawful, or commercially unreasonable to support.

26. Force Majeure

Neither party will be liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including severe weather, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor disputes, governmental action, utility failure, internet or telecommunications outages, cyberattacks, supply-chain disruption, or third-party provider failure. The affected party will use commercially reasonable efforts to mitigate.

27. Notices

27.1 Formal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail return receipt requested, or email with confirmation of receipt.

27.2 Notices to Provider must be sent to: GKOS, LLC DBA GK Oilfield Solutions, Attn: Tanhee Galindo, Chief Technology Officer, 206A S Loop 336 W #353, Conroe, Texas 77304, Email: info@gkos.io. Notices to Customer will be sent to the mailing address, billing address, administrative email, account contact, or other contact information associated with Customer's account.

27.3 Routine invoices, support communications, service notices, maintenance notices, and account messages may be delivered electronically to Customer's designated contacts.

28. Governing Law and Venue

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 29, the state and federal courts located in Midland County, Texas will have exclusive jurisdiction over disputes arising out of or related to this Agreement, and each party consents to personal jurisdiction and venue in those courts.

29. Dispute Resolution and Binding Arbitration

29.1 Before filing a lawsuit or arbitration, either party may provide written notice describing the dispute. Authorized representatives will attempt in good faith to resolve it for at least 30 days after notice.

29.2 Nothing prevents either party from seeking temporary, preliminary, or permanent injunctive relief concerning intellectual property, unauthorized access, security, or Confidential Information.

29.3 Any dispute not resolved through negotiation will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by one arbitrator, take place in Midland County, Texas unless the parties agree otherwise, be conducted in English, permit reasonable discovery as determined by the arbitrator, allow any individual remedy available under applicable law and this Agreement, and result in a written, reasoned award. Judgment may be entered in any court having jurisdiction. Each party will bear its own attorneys' fees and costs unless awarded under applicable law or this Agreement. The parties will share arbitrator and administrator fees equally unless the arbitrator determines otherwise. Nothing prevents temporary or preliminary injunctive relief, an eligible small-claims action, or collection of an undisputed past-due invoice.

29.4 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY IN AN ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

29.5 To the maximum extent permitted by law, each party may bring claims only in its individual capacity and not as a plaintiff or class member in a class, collective, consolidated, or representative action.

30. Assignment

Customer may not assign or transfer this Agreement without Provider's prior written consent. Provider may assign this Agreement to an Affiliate; in connection with a merger, reorganization, sale of equity, or change of control; or in connection with the sale or transfer of all or substantially all assets or business relating to the Services. An attempted assignment in violation of this Section is void. Subject to the foregoing, this Agreement binds and benefits the parties and their permitted successors and assigns.

31. Changes to This Agreement

Provider may update this Agreement from time to time. For an existing Subscription Term, a material update will become effective when Customer signs or otherwise accepts the update, at the beginning of the next monthly renewal term, or earlier if reasonably necessary to address a change in law, security risk, third-party requirement, or newly introduced feature. Provider will provide reasonable notice of material updates. Changes will not retroactively reduce Customer's rights or materially increase Customer's obligations during a paid monthly term except when reasonably required by law or security considerations.

32. Electronic Communications and Signatures

The parties consent to conducting transactions electronically. Electronic acceptance, signatures, click-through acceptance, login-based acceptance, payment-based acceptance, and electronically maintained records will have the same legal effect as handwritten signatures and paper records to the extent permitted by law. Customer is responsible for maintaining current contact information and retaining copies of its agreements and Service Documents.

33. Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship, or agency. Neither party has authority to bind the other except as expressly authorized in writing.

34. No Third-Party Beneficiaries

This Agreement is for the benefit of the parties and their permitted successors and assigns. It does not create rights for any other person, except indemnified parties expressly identified in this Agreement.

35. Severability and Waiver

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. A waiver must be in writing and applies only to the specific instance. Delay or failure to exercise a right does not waive that right.

36. Interpretation

Headings are for convenience only. “Including” and “includes” mean “including without limitation.” This Agreement will not be interpreted against a party solely because that party drafted it. References to “written” or “in writing” include permitted electronic communications.

37. Entire Agreement

This Agreement and all applicable Service Documents constitute the complete agreement between the parties concerning the Services and supersede prior or contemporaneous discussions, proposals, representations, and agreements concerning the same subject matter. Neither party relies on a statement, promise, or representation not expressly contained in the applicable written agreement.

38. Counterparts

This Agreement and any Service Document may be executed in counterparts, each considered an original and all together constituting one instrument. Electronic copies and electronically executed signatures are effective as originals.

Acceptance and Signatures

Customer may accept this Agreement electronically as described above. Signatures are not required for this Agreement to be binding when Customer has otherwise accepted it. When the parties choose to execute this Agreement, they may sign below.

Electronic Acceptance

This Agreement does not require a handwritten signature to be binding.

By creating or activating an account, logging in to or accessing the Services, continuing to use the Services after receiving notice of this Agreement, paying an invoice for the Services, clicking an electronic acceptance button, or otherwise indicating acceptance electronically, Customer acknowledges that it has reviewed and agrees to be bound by this Agreement.

The individual accepting this Agreement on behalf of Customer represents and warrants that the individual has authority to bind Customer to this Agreement.

Provider may maintain electronic records of account activity, login activity, payments, electronic acceptance, and the version of this Agreement in effect at the time of acceptance as evidence of Customer’s agreement to these terms.