Last updated April 3, 2025
TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) apply to the extent referenced in an order form (“Order Form”) executed between the customer listed on the Order Form (“Customer”) and Piq Energy Corp (“Piq Energy”). These Terms and Conditions, together with the Order Form and all attachments, addenda, exhibits, statements of work and documents at referenced URLs govern Customer’s use of the Piq Energy Service, as defined below, and associated services (collectively, the “Agreement”). The Piq Energy Service is an autonomous grid planning and interconnection software alongside Piq Energy’s proprietary grid data management platform. The Piq Energy Service supports technical analysis around transmission and distribution grids.
1.1 “Affiliate” means, with a respect to a party, any entity that controls, is controlled by, or which is under common control with such party, where “control” means ownership of fifty percent (50%) or more of the outstanding shares or securities representing the right to vote in the election of directors or other management of operations of such party.
1.2 “Customer Users” means: (i) the employees of Customer or any of its Affiliates; and (ii) Permitted Third Parties.
1.3 “Documentation” means any operator and user manuals, training materials, implementation guides and technical materials provided by Piq Energy to Customer regarding the use or operation of the Piq Energy Service.
1.4 “Permitted Third Party” means an entity under contract with Customer that needs to access or use the Piq Energy Service to perform its obligations to Customer, provided that (i) such entity must not be a direct competitor of Piq Energy, (ii) such entity is bound by confidentiality obligations no less protective than this Agreement, and (ii) Customer remains responsible to Piq Energy for the compliance of such entity and its employees and Affiliates with the terms and conditions of this Agreement.
1.5 “Piq Energy Platform” means Piq Energy’s software-as-a-service grid management platform that is an autonomous grid planning and interconnection software.
1.6 “Piq Energy Service” means a subscription to the Piq Energy Platform and associated Support Services.
1.7 “Support Services” means maintenance and support services provided through email and other methods as indicated by Piq Energy as part of the Piq Energy Service.
1.8 “Support and Service Level Policy” means the support services and service level agreement for the Piq Energy Service located at [LINK].
2.1 Registration and Users. Customer Users must register and create an account on the Piq Energy Platform (an “Account”). Customer accepts responsibility for all activities that occur under Customer’s Users’ Accounts except those resulting from Piq Energy’s gross negligence or willful misconduct. Customer agrees to notify Piq Energy upon becoming aware of any unauthorized use of your Account.
2.2 License Grant. Subject to all limitations and restrictions contained herein and in the Order Form, Piq Energy grants Customer a subscription-based software as a service, nonexclusive, non-sublicensable, non-transferable, royalty free, worldwide right and license to access and use (and permit Customer Users to access and use) the Piq Energy Service and Documentation for Customer’s internal business purposes.
2.3 Restrictions. Except as expressly permitted under this Agreement, Customer shall not (and Customer shall not permit any User or third-party on Customer’s behalf to) (i) copy, reproduce, transfer, license, assign, distribute, translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Piq Energy Platform], (ii) directly or indirectly: sell, rent, lease, transfer, assign, offer any time-sharing arrangement, service bureau or any service based upon the Piq Energy Platform; (iii) interfere with the integrity or performance of the Piq Energy Platform; (iv) remove or obscure any proprietary notices or labels of Piq Energy or its licensors or suppliers on the Piq Energy Platform; (v) make the Piq Energy Platform available to third parties; (vi) use the Piq Energy Platform compete with Piq Energy or monitor its availability, functionality or performance, or for any other competitive purpose; (vii) provide any personally identifiable health data, payment card industry data, or classified information or data subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State to the Piq Energy Platform; or (viii) violate a third party’s rights or applicable law while using the Piq Energy Platform.
2.4 Free Trial Access and Beta Features. Piq Energy may offer Customer a free trial access to the Piq Energy Service (“Trial”) for thirty (30) days unless otherwise agreed by Piq Energy in writing (email acceptable) (the “Trial Period”). Sections 7.3, 8.2, 9.1 and 9.2 of this Agreement do not apply to any Trial use or any service or feature labeled as “beta,” “alpha,” “preview,” “private release,” “pre-release,” or “experimental” (each, a “Private Preview”) of the Piq Energy Service. Trials and Private Previews are provided “AS IS” without warranty of any kind, and Piq Energy disclaims all warranties, indemnities and other liability for Trials and Private Previews. Piq Energy shall not be liable for any direct, indirect, incidental, special, consequential or punitive damages arising out of or related to the use of a Trial or Private Preview, and Piq Energy’s liability for all claims arising under the use of a Trial or Private Preview will not exceed US$100.01. Piq Energy reserves the right to modify, suspend or discontinue a Trial or Private Preview at any time without notice and without liability to Customer. Customer may terminate a Trial or Private Preview at any time upon written notice to Piq Energy.
2.5 Integrations. If indicated on an Order Form, Customer may be permitted to connect the Piq Energy Platform, including through APIs, (each, an “Integration”) to third-party tools and applications (“Non-Piq Energy Applications”). Customer’s use of the Non-Piq Energy Applications is governed exclusively by the terms of the application third-party agreement with such Non-Piq Energy Application. By enable an Integration, Customer warrants that Customer has the legal right to connect the Non-Piq Energy Application with the Piq Energy Platform and permit Piq Energy the right to process any Customer Data sent to the Piq Energy Platfrom from the Non-Piq Energy Application. Piq Energy is granted permission to access and interact with Non-Piq Energy Application solely for the purpose of facilitating the authorized Integration(s). If Customer’s authority to allow Piq Energy access to any Non-Piq Energy Applications lapses, Customer will immediately disable such Integrations from within your Account. Piq Energy disclaims any liability for unauthorized use, disclosure alteration or destruction of Customer Data resulting from processing by Non-Piq Energy Applications. Piq Energy does not guarantee the availability of such Integrations and their interoperability with the Piq Energy Service.