PIPELINERS CLOUD TERMS AND CONDITIONS

PIPELINERS CLOUD TERMS AND CONDITIONS

By issuing its purchase order, Purchaser agrees to be bound by the following terms and conditions:

Terms of Agreement. For the above services you agree to pay PIPELINERS CLOUD the total sum of as described herein. This agreement, when accepted in writing below by the customer and approved by the authorized PIPELINERS CLOUD representative, shall constitute the entire agreement between the parties, and all prior agreements are superseded. PIPELINERS CLOUD reserves the right to cancel this contract within 15 days after commencing the agreement and will refund any money, checks, or money orders received. The customer agrees to pay any applicable taxes or governmental charges in addition to the amounts set forth above.

Invoicing & Payments. The Purchaser agrees to pay within 30 days of receipt of invoice. The Purchaser will pay an additional 1.5% on the unpaid balance after 30 days until the balance is paid. Should the Purchaser forfeit or not pay the balance with or without penalties, the Purchaser will pay all attorney fees, court costs, and remaining balance with or without the penalties.

Material. If the material or equipment included in this proposal become temporarily or permanently unavailable for reasons beyond the control and without the fault of PIPELINERS CLOUD, then in the case of such temporary unavailability, the time for performance of the work shall be extended to the extent thereof, and in the case of permanent unavailability, PIPELINERS CLOUD shall be excused from furnishing said materials of equipment.

Warranty. PIPELINERS CLOUD warrants that the equipment manufactured by it shall be free from defects in material and workmanship for a period of 12 months after purchase. If during the first 12 months after purchase a defect is discovered, such warranty claim will be considered and dealt with on a case-by-case basis by PIPELINERS CLOUD. These warranties do not extend to any equipment which has been repaired by others, abused, altered or misused, or which has not been properly and reasonably maintained. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.

Liability. PIPELINERS CLOUD shall not be liable for any special, indirect or consequential damages arising in any manner from the equipment or material furnished or the work performed pursuant to this agreement.

Taxes. The price of this proposal does not include duties, sales, use, excise, or similar taxes, unless required by federal, state or local law. Purchaser shall pay, in addition to the stated price, all taxes not legally required to be paid by PIPELINERS CLOUD or alternatively, shall provide PIPELINERS CLOUD with acceptable tax exemption certificates. PIPELINERS CLOUD shall provide Purchaser with any tax payment certificate upon request and after completion and acceptance of the work.

Delays. PIPELINERS CLOUD shall not be liable for any delay in the performance of the work resulting from or attributed to acts or circumstances beyond PIPELINERS CLOUD’s control, including, but not limited to, acts of God, fire, riots, labor disputes, conditions of the premises, acts or omissions of the Purchaser, Owner, or other Contractors.

Compliance with Laws. PIPELINERS CLOUD shall comply with all applicable federal, state, and local laws and regulations and shall obtain all licenses and permits for the prosecution of its work.

INSURANCE. Insurance coverage in excess of PIPELINERS CLOUD’s standard limits will be furnished when requested and required. No credit will be given or premium paid by PIPELINERS CLOUD for insurance afforded by others.

INDEMNITY. The Parties hereto agree to indemnify each other from any and all liabilities, claims, expenses, losses or damages, including attorneys’ fees, which may arise in connection with the execution of the work herein specified and which are caused, in whole or in part, by the negligent act or omission of the indemnifying Party.

ENTIRE AGREEMENT. This proposal, upon acceptance, shall constitute the entire agreement between the Parties and supersedes any prior representations or understandings. The terms contained herein will control over any additional or conflicting terms issued by the Purchaser. This Agreement shall be governed by Texas law.

CHANGES. No change or modification of any of the terms and conditions stated herein shall be binding upon PIPELINERS CLOUD unless accepted by PIPELINERS CLOUD in writing.

TERMINATION FOR CONVENIENCE: PIPELINERS CLOUD may at any time and without cause, terminate any part or all of the agreement for any reason or no reason. Such termination for convenience shall be effective immediately by giving written notice. PIPELINERS CLOUD shall continue to perform any part of the work not terminated. If

PIPELINERS CLOUD terminates any part or all of the agreement for convenience, PIPELINERS CLOUD shall be entitled to payment for: Work properly executed in accordance with the agreement prior to the effective date of termination; and reasonable cancellation cost directly related to such termination. PIPELINERS CLOUD shall incur no other liability because of such termination. Purchaser shall not be entitled to any special or extended overhead, anticipated profits, or indirect, incidental or consequential damages.

INTELLECTUAL PROPERTY: The products sold by PIPELINERS CLOUD are protected by US Patent No. D928,500. Purchaser shall not make or copy any equipment similar to the products sold hereunder and shall notify PIPELINERS CLOUD if Purchaser becomes aware of any third party making or copying equipment similar to such products.

Survival: Termination of the agreement either for cause or for convenience shall not affect any right or obligation which is accrued or vested prior to such termination. Any provisions in the agreement documents relating to such right or obligation shall survive the termination.