Welcome to LongPath Technologies, Inc. ("LongPath," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website at www.longpathtech.com (the "Site"), the LongPath platform and dashboard accessible at app.longpathtech.com (the "Platform"), and all related monitoring services, data products, APIs, and documentation (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Definitions

"Client" or "you" refers to the entity or individual that has entered into a service agreement with LongPath for emissions monitoring and related services.

"Authorized Users" means employees, contractors, or agents of the Client who are permitted to access the Platform under the Client's account.

"Emissions Data" means all methane measurement data, sensor readings, reports, analytics, and related outputs generated by LongPath's monitoring technology in connection with the Client's assets.

"LongPath Technology" means LongPath's proprietary laser-based continuous emissions monitoring systems, including all associated hardware, firmware, software, algorithms, and data processing infrastructure.

2. Eligibility and Account Registration

The Services are intended for use by businesses and organizations engaged in oil and gas operations or related industries. To access the Platform, you must register an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

You agree to promptly notify LongPath of any unauthorized use of your account or any other breach of security. LongPath will not be liable for any loss arising from your failure to safeguard your account credentials.

3. Description of Services

LongPath provides continuous, real-time methane emissions monitoring using proprietary laser-based line sensor technology. Our Services may include, but are not limited to:

• Deployment, installation, and maintenance of LongPath line sensor hardware at Client-designated sites
• Continuous emissions data collection, processing, and quantification
• Access to the LongPath Platform for dashboards, reporting, analytics, and alert management
• Compliance support for federal (EPA, Quad O) and state (Colorado, New Mexico, California) LDAR and MMRV regulatory requirements
• Active Overwatch protection and super emitter mitigation services

Specific service scope, pricing, deployment schedules, and performance specifications are defined in the separate Master Service Agreement ("MSA") or Statement of Work ("SOW") executed between you and LongPath. In the event of a conflict between these Terms and your MSA or SOW, the MSA or SOW will control.

4. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the LongPath Technology.
2. Copy, modify, distribute, sell, or lease any part of the Services or LongPath Technology.
3. Use the Services to develop a competing product or service.
4. Interfere with or disrupt the integrity or performance of the Services, including tampering with sensor hardware or data transmission infrastructure.
5. Access or attempt to access the Platform through automated means (bots, scrapers, etc.) without prior written consent.
6. Misrepresent, falsify, or manipulate any Emissions Data generated through the Services.
7. Share, sublicense, or grant access to the Platform to any third party without prior written approval from LongPath.

5. Data Ownership and Licensing

Client Data. You retain ownership of all data you provide to LongPath in connection with the Services, including site information, asset configurations, and operational metadata ("Client Data").

Emissions Data. Emissions Data generated by LongPath's monitoring technology is jointly held as follows: you own the right to use Emissions Data pertaining to your monitored assets for your internal business, regulatory compliance, and reporting purposes. LongPath retains the right to use anonymized and aggregated Emissions Data for research, product improvement, benchmarking, and industry reporting purposes.

LongPath Technology. All rights, title, and interest in the LongPath Technology, including all intellectual property rights therein, remain exclusively with LongPath. Nothing in these Terms grants you any ownership interest in the LongPath Technology.

6. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with the Services ("Confidential Information"). Confidential Information includes, without limitation, Emissions Data, business strategies, pricing, technical specifications, and proprietary methodologies. Neither party shall disclose Confidential Information to any third party without the disclosing party's prior written consent, except as required by law or regulation.

7. Regulatory Compliance

LongPath's monitoring technology is designed to support compliance with applicable emissions regulations, including EPA Quad O, Colorado AQCC Regulation 7, New Mexico NMED rules, and California CARB requirements. However, regulatory compliance is ultimately the responsibility of the Client. LongPath makes no guarantee that use of the Services will ensure full compliance with any specific regulation, and Clients should consult with qualified environmental counsel to verify their compliance obligations.

8. Service Availability and Uptime

LongPath endeavors to maintain at least 97% sensor uptime across deployed monitoring infrastructure. Scheduled maintenance windows, extreme weather events, force majeure conditions, and third-party infrastructure failures may impact availability. LongPath will use commercially reasonable efforts to notify Clients in advance of planned maintenance. Specific uptime commitments and service level agreements, if applicable, are defined in your MSA or SOW.

9. Fees and Payment

Fees for the Services are set forth in your MSA or SOW. Unless otherwise specified, all invoices are due within thirty (30) days of the invoice date. Late payments may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. LongPath reserves the right to suspend access to the Platform for accounts with outstanding balances exceeding sixty (60) days past due.

10. Warranties and Disclaimers

LongPath warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. LongPath further warrants that its monitoring technology has been blind-tested and peer-reviewed for accuracy and reliability.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LONGPATH DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LONGPATH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL EMISSIONS EVENTS WILL BE DETECTED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LONGPATH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, REGULATORY FINES OR PENALTIES, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

LONGPATH'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO LONGPATH DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless LongPath and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation; or (c) any third-party claim arising from your use of the Emissions Data.

13. Term and Termination

These Terms remain in effect for the duration of your use of the Services. Either party may terminate for cause upon thirty (30) days' written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period. Upon termination, your access to the Platform will be revoked and LongPath may delete Client Data within ninety (90) days, unless otherwise required by law or your MSA.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. Any disputes arising under or in connection with these Terms shall be resolved through binding arbitration in Boulder, Colorado, administered by the American Arbitration Association under its Commercial Arbitration Rules. Each party shall bear its own costs, and the prevailing party shall be entitled to recover reasonable attorneys' fees.

15. Modifications to Terms

LongPath reserves the right to modify these Terms at any time. We will notify you of material changes by posting an updated version on the Site with a revised "Last Updated" date. Your continued use of the Services after such modifications constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

16. Miscellaneous

Entire Agreement. These Terms, together with your MSA, SOW, and any other agreements referenced herein, constitute the entire agreement between you and LongPath with respect to the Services.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver. The failure of LongPath to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms without LongPath's prior written consent. LongPath may assign these Terms without restriction.

Notices. All notices under these Terms shall be in writing and sent to the addresses specified in your MSA, or by email to info@longpathtech.com for notices to LongPath.

17. Contact Information

If you have any questions about these Terms, please contact us:

LongPath Technologies, Inc.
5480 Valmont Rd., Ste. 150
Boulder, CO 80301
Phone: +1 720-994-3793
Email: info@longpathtech.com

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