Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "Client," or "you") and Kaperi Energy Services Inc. ("Kaperi Energy," "Company," "we," "our," or "us"). By accessing or using our website, services, or any related applications, you agree to be bound by these Terms and all applicable laws and regulations.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.

2. Description of Services

Kaperi Energy provides oil and gas operational analytics, automation tools, and professional services to industry professionals. Our services include but are not limited to:

• Operational intelligence and analytics platforms
• Task automation solutions
• Data analysis and reporting services
• Consulting and professional services
• Software-as-a-Service (SaaS) applications

3. User Accounts and Registration

3.1 Account Creation

To access certain services, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

3.2 Account Security

You agree to immediately notify us of any unauthorized use of your account or any other breach of security. Kaperi Energy shall not be liable for any loss or damage arising from your failure to protect your account information.

4. Acceptable Use Policy

You agree NOT to use our services to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit harmful, offensive, or inappropriate content
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt our services or servers
• Use our services for competitive intelligence or to develop competing products
• Reverse engineer, decompile, or attempt to extract source code
• Share, distribute, or resell our proprietary information or services

5. Intellectual Property Rights

5.1 Kaperi Energy Property

All content, software, algorithms, methodologies, trade secrets, and intellectual property provided through our services are the exclusive property of Kaperi Energy Services Inc. This includes but is not limited to:

• Proprietary software and applications
• Data analytics methodologies and algorithms
• Reports, analyses, and insights generated by our systems
• Trademarks, logos, and branding materials
• Documentation and training materials

5.2 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use our services for your internal business purposes only.

5.3 Client Data

You retain ownership of data you provide to us. However, you grant us a license to use, process, and analyze such data to provide our services and improve our offerings.

6. Payment Terms

6.1 Fees and Billing

Fees for our services are as specified in your service agreement or as posted on our website. All fees are non-refundable unless explicitly stated otherwise. Payment is due in advance according to the billing cycle specified in your agreement.

6.2 Late Payments

Late payments may result in service suspension and additional charges. We reserve the right to charge interest on overdue amounts at the rate of 2% per month or the maximum rate permitted by law, whichever is lower.

7. Service Level and Availability

While we strive to provide reliable services, we do not guarantee uninterrupted availability. Planned maintenance, updates, and unforeseen circumstances may result in temporary service interruptions. We will provide reasonable notice of planned maintenance when possible.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAPERI ENERGY SERVICES INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total liability for any claims arising from or related to these Terms or our services shall not exceed the amount paid by you to us in the twelve (12) months preceding the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless Kaperi Energy Services Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of our services
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Any data or content you provide to us
• Your infringement of any third-party rights

10. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Confidentiality

Both parties acknowledge that they may have access to confidential information. You agree to maintain the confidentiality of any proprietary information, trade secrets, or confidential data disclosed by Kaperi Energy. This obligation survives termination of these Terms.

12. Termination

12.1 Termination by Either Party

Either party may terminate these Terms with thirty (30) days written notice. We may terminate your access immediately for breach of these Terms or for any reason with notice.

12.2 Effect of Termination

Upon termination, your right to use our services ceases immediately. We may delete your data according to our data retention policies. Sections relating to intellectual property, limitation of liability, indemnification, and governing law shall survive termination.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, pandemics, or technical failures.

14. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts located in Alberta, Canada. You irrevocably consent to the jurisdiction of such courts and waive any objection to venue.

15. Dispute Resolution

15.1 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved through binding arbitration administered by the ADR Institute of Alberta, Inc., in accordance with its Commercial Arbitration Rules.

15.2 Class Action Waiver

YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS OR CLASS-WIDE ARBITRATION AGAINST KAPERI ENERGY SERVICES INC.

16. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated through our website or by email. Your continued use of our services after such modifications constitutes acceptance of the updated Terms.

17. Severability

If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the original intent.

18. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms without restriction.

19. Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Kaperi Energy Services Inc. regarding the use of our services.

20. Contact Information