SOFTWARE AS A SERVICE (SaaS) AGREEMENT

This Software as a Service Agreement (“SaaS Agreement”) is by and between the PipeFlowCalculations entity that executed Your SaaS Registration and Subscription (“pipeflowcalculations.net”) and You. The term "Agreement" includes this SaaS Agreement, Your SaaS Registration and Subscription, and any other document which is incorporated herein by reference. In case of conflicting terms, the following order of precedence shall apply: (i) The SaaS Registration and Subscription; (ii) the terms of this SaaS Agreement; (iii) the SLA; (iv) any other document incorporated by reference.

1. Defined Terms

(a) “Acceptable Use Policy” or “AUP” refers to the Acceptable Use Policy published at Pipeflowcalculations.net’s website https://www.pipeflowcalculations.net/aup.xhtml (if any), considered incorporated herein by reference.

(b) “Access Credentials” refers to the user name and password selected by You during Registration, enabling access to the Services.

(c) “Authorized User” means individual appointed by You to access and use the Services, which may include yourself, Your officer, employee and/or consultant and agent performing services for You or on Your behalf.

(d) “Customer Data” refers to any information, data and/or files You transmit, upload or store to or on the Hosted Infrastructure in association with Your use of the Services.

(e) “Hosted Environment” refers to the common integrated hardware and software components (including but not limited to hardware, software, servers, networks and technology installed within such environment, but excluding the particular software licensed as a hosted service) used by pipeflowcalculations.net to provide the Services, excluding any hardware, software or telecommunication networks outside the scope of pipeflowcalculations.net’s span of control (such as but not limited to the internet and telecommunication networks used to connect to the Hosted Infrastructure).

(f) Pipeflowcalculations.net Security Policy refers to the security policy attached as Exhibit B to Your SaaS Registration and Subscription, or in the absence thereof the Pipeflowcalculations.net customer facing data security policy published at Pipeflowcalculations.net’s website www.pipeflowcalculations.net/terms.xhtml (if any) which is then considered incorporated herein by reference.

(g) "Services” means the services of (i) hosting the software defined in the SaaS Registration and Subscription and providing for associated data storage through the Hosted Infrastructure, (ii) providing Authorized User access to such software and (iii) operating the Hosted Infrastructure for the purpose of (i) and (ii).

(h) "Service Commencement Date" means the specific date set forth in Your SaaS Registration and Subscription, or in the absence thereof the date on which Pipeflowcalculations.net provides You with Service access and informs You that your Subscription payment is completed;

(i) “You” or “Your” means the customer identified in the applicable SaaS Registration and Subscription.

2. Services Provided

(a) Provisioning of Services. During the Term of this Agreement, Pipeflowcalculations.net will provide You with the Services set forth in the applicable SaaS Registration and Subscription duly executed between the parties, for use by only one Authorized User. Services are provided for in accordance with the provisions set forth herein and the corresponding SLA. Pipeflowcalculations.net will provide use of the Services after confirming that Your Subscription payment is completed.

(b) Excluded. The Services do not include, and Pipeflowcalculations.net will not provide for any client‐side hardware or software, programming, training, hardware or software not set forth in this Agreement. Technical support outside the scope of the SLA (e.g. assistance with customer‐side and or workstation‐side configuration, errors or issues, any user‐specific software customizations, any configuration or troubleshooting of non‐Service related software products, resolutions of problems caused by Your modification, or resolution of network products outside the scope of the Hosted Environment) will only be provided for under a separate written agreement.

(c) Delegation/subcontracting. You acknowledge that Pipeflowcalculations.net for the provisioning of the Services uses the services of third party subcontractors, including but not limited to third‐party datacenters, and You consent to the corresponding subcontracting of Pipeflowcalculations.net’s obligations under this Agreement. Pipeflowcalculations.net shall be responsible for any act or omission by said third party subcontractors which, if performed by Pipeflowcalculations.net, would constitute a breach of Pipeflowcalculations.net’s obligations under this Agreement.

(d) Account. Only Authorized User appointed by You in accordance with the terms set forth herein is entitled to use the Services under the terms of this Agreement. You are entitled to appoint Authorized User for use of the Services. You are responsible for the use of the Services by Authorized User, as well as for use of the Services by any third party that uses the Services through Your Access Credentials. You are responsible for implementing Your own security measures in order to safeguard your Access Credentials and to prevent disclosure of the same to any third party not designated as an Authorized User, and to keep Your billing, contact, and other account information up to date. Except pursuant to a written authorization from Pipeflowcalculations.net, You are not entitled to resell, transfer, assign, or sublicense Your rights under this Agreement to any third party, to use the Services to run an outsourcing business or for any purpose other than Your own internal business purposes.

(e) Security. In relation to the provisioning of the Services, Pipeflowcalculations.net implements the security measures detailed in the Security Policy. Pipeflowcalculations.net disclaims any liability for unauthorized access, use or release of any Customer Data, unless such access, use or release results from Pipeflowcalculations.net’s failure to meet its security obligations set forth by the Security Policy. You will use reasonable security precautions in light of Your use of the Services, including encrypting any information while in transit to or from the Services which comprises any personal data (as defined below). You will reasonably cooperate with any of Pipeflowcalculations.net's investigations into Service outages, security problems, and/or suspected breaches of the Agreement.

(f) Customer Data. You may transmit or upload Customer Data to the Hosted Environment. Pipeflowcalculations.net agrees to only process Customer Data for the performance of the Services and in accordance with the terms set forth herein. In case You upload Customer Data, You (not Pipeflowcalculations.net) have control over such Customer Data. To the extent that any Customer Data comprises personal data (as defined in Directive 95/46/EC of the European Parliament and of the Council), as between You and Pipeflowcalculations.net, You are the data controller and Pipeflowcalculations.net is the data processor. You grant Pipeflowcalculations.net authorization to view, store, copy, and delete or otherwise process any Customer Data as part of Pipeflowcalculations.net’s standard performance of the Services and You irrevocably consent and agree to the processing of such Customer Data by Pipeflowcalculations.net for such purpose.

(g) Back‐up. Pipeflowcalculations.net will back up Your Customer Data if and as provided in the SLA. Without prejudice to the above, You also have a responsible for retaining backup copies of all Customer Data, and You are responsible for implementing Your own disaster‐recovery plan.

(h) Regulatory compliance. Pipeflowcalculations.net represents and warrants that the performance of the Services will be in compliance with any and all applicable laws, rules and regulations. You represent and warrant that Your use of the Services will be in compliance with any and all applicable laws, rules and regulations. You specifically warrant that You have sufficient rights, title and interests in and to any Customer Data for uploading and using the same within the scope of the Services, and for granting Pipeflowcalculations.net the authorization set forth in subsection (f) above.

(i) Viruses and Malicious Code. In the performance of the Services, Pipeflowcalculations.net implements industry standard anti‐virus software. You also agree to implement commercially reasonable actions and precautions to prevent the introduction and proliferation of Malicious Code into the Hosted Infrastructure through Your use of the Services. “Malicious Code” will mean (i) any code, program, or sub‐program the knowing or intended purpose or effect of which is to damage or maliciously interfere with the operation of a computer system containing the code, program or sub‐program, or to halt, disable, or interfere with the operation of the software, code, program, or sub‐program, itself, or (ii) any device, method, or token that permits any person to circumvent without authorization the normal security of any software or System containing the code.

3. Fees

(a) You agree to pay the fees set forth in the SaaS Registration and Subscription. Fees may be payable on a one‐time as set forth in the SaaS Registration and Subscription.

(b) Due Date. Invoices issued are payable within fifteen (15) days from the invoice data.

(c) Taxes. The fees set forth in Your SaaS Registration and Subscription exclude taxes. You are responsible for the payment of all taxes and duties levied or assessed in connection with this Agreement, including but not limited to all local and federal import, sales, use, value added, rental receipt, personal property or other taxes, however excluding any taxes based on Pipeflowcalculations.net's net income. Any costs for certificates of origin, legalizations, consular invoices and the like will be charged separately and in addition to the fees set forth in Your SaaS Registration and Subscription.

(d) Storage. Unless agreed upon otherwise as part of the SaaS Registration and Subscription, (i) Pipeflowcalculations.net allocates the amount of storage set forth by in the SaaS Registration and Subscription to Your use of the Services and (ii) Pipeflowcalculations.net reserves the right to charge additional fees for Your use of any additional storage.

4. Service Level Agreement (SLA) / AUP

(a) SLA. Pipeflowcalculations.net provides for the Services in accordance with the terms set forth in the SLA, which includes the remediation of outages of the Hosted Infrastructure and the correction of errors in the software hosted a part of the Services as set forth therein. Pipeflowcalculations.net however does not warrant that the Services will be completely uninterrupted or error‐free.

(b) AUP. In using the Services, You agree to comply with Pipeflowcalculations.net’s Acceptable Use Policy. Pipeflowcalculations.net will provide You with a notification in case any material changes to the AUP are made. Any change to the AUP shall become applicable upon the earlier of (i) the commencement of the next Renewal Term, or (ii) 30 calendar days from the date of the corresponding notification, provided that You, in case of such change adversely impacting Your use of the Services, may (i) request Pipeflowcalculations.net to waive such change in relation to Your use of the Services, and (ii) in case of Pipeflowcalculations.net refusing to do the same, terminate Your Registration and Subscription to the Services by means of a written notice issued prior to the change becoming effective. In case of such termination, Pipeflowcalculations.net will refund any fees prepaid for the use of the Services not rendered prior to the effective date of the termination.

5. Warranty and Disclaimer of Warranty.

(a) Warranty. Pipeflowcalculations.net warrants that (i) it has the power, and has obtained all permits, regulatory licenses, registrations and authorizations required to provide for the Services procured under this Agreement; (ii) the Services shall be provided with all professional diligence, skill and care and corresponding to good industry practice.

(b) Warranty disclaimer. Pipeflowcalculations.net provides for the Services through the Hosted Infrastructure, and does not control, and does not accept any liability in relation to any event occurring outside the scope of said Hosted Infrastructure. THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES OR THE SOFTWARE HOSTED AS PART OF THE SERVICES, WILL BE UN‐INTERRUPTED OR COMPLETELY ERROR OR BUG FREE, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR PURPOSE.

(c) Minimum Standards. Pipeflowcalculations.net’s obligations to provide for the Services, and any associated warranties provided are conditional upon You maintaining all hardware, software and network connectivity needed to connect to and use the Services, including but not limited to the minimum (system) requirements set forth in the SaaS Registration and Subscription (“Minimum Standards”).

6. Intellectual property rights

(a) You retain all rights, title and interests in and to any Customer Data. Nothing set forth herein shall be of nature to assign or transfer any rights in the Customer Data to Pipeflowcalculations.net. Pipeflowcalculations.net retains all rights, title and interests in and to the Services, any software hosted as part of the Services, and the Hosted Environment. Nothing set forth herein shall be of nature to assign or transfer any rights in the Services, the software hosted as part of the Services, or the Hosted Environment to You.

(b) You agree, except subject to Pipeflowcalculations.net’s prior written consent (i) not to copy, download, modify or translate any software hosted as part of the Services; (ii) not to be reverse engineer, decompile, or disassemble any software hosted as part of the Services, or to attempt to discover the underlying source code, except to the limited extent expressly allowed by applicable law; (iii) not to tamper with, bypass or alter the security features of the Services or Hosted Infrastructure.

7. Term, Termination and Suspension.

(a) Term. Unless set forth otherwise as part of the SaaS Registration and Subscription, this Agreement will come into force upon the Service Commencement Date for an period of subscription plan duration selected by You during Subscription process.

(b) Termination for cause. Either party may terminate this Agreement by means of a written notification in case of the other party failing to perform any material obligation under this Agreement, with such breach (if capable of being remedied) remaining uncured following a ten (10) days written notice. In case such breach is not capable of being remedied, termination may occur forthwith by means of a written notification.

(c) Suspension of Services. Pipeflowcalculations.net may suspend the Services in case of: (i) any outstanding invoice not being paid within sixty (60) days from the invoice date; (ii) Pipeflowcalculations.net becoming aware of what it deems a credible claim that Your use of the Services violates any applicable law, rules or regulations or infringes upon third party rights; (ii) Your use of the Services violating the AUP or interfering with the normal operation of the Services or Hosted Infrastructure; (iii) the security of the Services, of the Customer Data, or of the Hosted Infrastructure or Your access rights being compromised or in any event Pipeflowcalculations.net decides that suspension of the Services is needed to protect the integrity of the Services or Hosted Infrastructure; or (iv) in any event where Pipeflowcalculations.net is entitled to terminate this Agreement for cause. In each case of suspension as per above, Pipeflowcalculations.net will give You an advance twelve (12) hours’ notice, unless Pipeflowcalculations.net reasonably determines that giving a shorter or no notice is necessary to protect the interests of Pipeflowcalculations.net, of You or of any third party.

(d) Results of termination. Following termination of this Agreement, (i) Your access rights shall lapse and Pipeflowcalculations.net shall no longer be required to provide for any Services, and (ii) the parties shall return to each other, or destroy, within sixty (60) days from such termination, any Confidential Information received. Termination of this Agreement will not relieve a party from any accrued payment obligations. The provisions which are identified for such purpose or which by their nature are meant to survive (including but not limited to Sections 4, 5(b), 6, 8, 9 and 11), shall survive the termination or expiration of this Agreement.

8. Confidentiality

(a) Confidentiality. Each party, as a recipient, agrees, by using measures equal to the measures used in protecting its own confidential information, not to disclose any Confidential Information received except to Authorized Recipients, and to use any Confidential Information received solely for the purpose of performing this Agreement. For the purpose of the above, Authorized Recipients are a party’s and a party’s corporate affiliates’ officers, employees and consultants who require access to the Confidential Information for the purpose of performing this Agreement and who are bound by confidentiality obligations at least as stringent as those set forth herein.

(b) Survival. The obligations set forth in this Section 8 shall survive until five (5) years from the termination or expiration of this Agreement.

(c) “Confidential Information” refers to any information or data marked as such, or which, reasonably determined, constitutes information/data of a proprietary or confidential nature. Confidential Information does not include information which: (i) was, as evidenced by the recipient, already known to the recipient prior to the time that it is disclosed; (ii) is or has entered the public domain through no breach of this Agreement; (iii) has rightfully been received from a third party without breach of any duty of confidentiality; (iv) has been approved for release by written authorization of the disclosing party; (v) is independently developed by the recipient without use of the disclosing party’s Confidential Information or (vi) is required to be disclosed pursuant to the order of a court or governmental agency provided that the disclosing party has, if permitted by law, been given reasonable notice of the order and the opportunity to contest disclosure.

9. Limitation of Liability

IN NO EVENT WILL PIPEFLOWCALCULATIONS.NET, REGARDLESS OF LEGAL THEORY, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SUCH AS BUT NOT LIMITED TO ANY LOSS OF PROFIT, LOSS OF ANTICIPATED SAVINGS OR ANY OTHER ECONOMICAL ADVANTAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT. IN NO EVENT WILL PIPEFLOWCALCULATIONS.NET’s LIABILITY, REGARDLESS OF LEGAL THEORY, EXCEED, FOR ALL CLAIMS IN AGGREGATE, AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID BY YOU TO PIPEFLOWCALCULATIONS.NET UNDER THIS AGREEMENT.

10. Miscellaneous

(a) Export Matters. You agree to abide and conform to any and all export regulations in force during this Agreement that are applicable to You or the Services provided, including but not limited to any export rules and regulations of the United States of America. You understand that these regulations may prohibit the export or re‐export of documentation, and any information or technical data related to the Services.

(b) Governing Law; Venue. All disputes arising from or related to this Agreement will be governed by the laws of the country and state, or other applicable geographic designation, where Pipeflowcalculations.net is located, without reference to its conflicts of law principles. Each party hereby consents to the exclusive personal jurisdiction and venue of the courts where Pipeflowcalculations.net is located. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to this Agreement.

(c) Assignment. Neither party may assign this Agreement without the express written consent of the other party, except that either party may assign this Agreement to any of its corporate affiliates or pursuant to a merger, consolidation, reorganization, change‐in‐control or sale of all or substantially all of the assets or business to which this Agreement relates.

Any attempted assignment in violation of this provision will be void.

(d) Severability; If any part of the Agreement is found unenforceable by a court of competent jurisdiction, the remainder of the Agreement will remain in full force and effect. This Agreement may be amended only in a writing signed by both parties. The parties' relationship is that of independent contractors. This Agreement constitutes the entire agreement of the parties and supersedes all previous communications between the parties relating to this Agreement and to the subject matter herein.

(e) Force Majeure. Neither party will be responsible for, nor be in default under this Agreement due to any delays or failure of performance resulting from acts or causes beyond its reasonable control, including without limitation, acts of war, export regulations, third‐party labor strikes, power failures, natural disasters or other similar events ("Force Majeure Events"). In the event that either party is unable to perform any of its obligations under this Agreement because of a Force Majeure Event, the party who has been so affected will promptly give notice to the other and will exercise all reasonable efforts to resume performance.

ACCEPTABLE USE POLICY

By using the Pipeflowcalculations.net Services, You agree to abide by the terms and restrictions of this Acceptable Use Policy (the “AUP”). The AUP is incorporated into any agreement between You and Pipeflowcalculations.net that references this AUP (Your “Agreement”). Capitalized terms used, but not defined, herein have the meaning attributed them in Your Agreement. Pipeflowcalculations.net may modify or change this AUP at any time and provide You notice of such changes by posting the modified AUP to its site. Such modified AUP will become effective as to Your use of the Pipeflowcalculations.net Services on the latter of (i) its posting to the Pipeflowcalculations.net site or (ii) as otherwise set forth in Your Agreement with Pipeflowcalculations.net. Pipeflowcalculations.net reserves the right, but does not undertake the obligation, to investigate any violation of its AUP and to report any activity that it reasonably believes violates applicable law. If You violate this AUP, or assist or encourage others to violate this AUP, Pipeflowcalculations.net may suspend or terminate Your access to the Services.

You are independently responsible for Your own compliance with all laws applicable to Your conduct and Your use of the Pipeflowcalculations.net Services. In addition, You agree not to engage in any of the following prohibited activities:

No Violation of the Security or Integrity of the Services or System; No Unauthorized Access.

You will not use the Services to violate the security or integrity of those Services or of any System used to provide those Services. You will not monitor any traffic or data on Systems used to provide the Services without Pipeflowcalculations.net’s permission. You will not forge any packet header, email header, or any other portion of a message describing its origin or route. You will not use the Services, nor access any System used to provide the Services, without authorization from Pipeflowcalculations.net. You will not access any Service or restricted area within a Service to which you are not permitted access under Your Agreement with Pipeflowcalculations.net. You will not attempt to probe, scan, or test the security measures of any System used to provide the Services. You will not access or use the Services in a manner designed or intended to exceed usage quotas or limits placed upon Your account, nor in any manner designed to avoid the incurrence of additional fees based on such use.

You will not attempt to modify, alter, or otherwise create derivative works from any software to which You are provided access as part of Your receipt of the Services, nor will You attempt to disassemble, decompile, or reverse engineer such software except where expressly permitted to do so by applicable law.