Azurite Leak Inventory System — Terms of Use

1. Agreement and Scope

These Terms govern the Azurite Leak Inventory System (LIS), provided by Azurite Industrial Services, LLC (Azurite). "You" means the person accessing LIS. "Customer" means the organization or person obtaining LIS for its own business activities. "Authorized Users" are the people the Customer and Azurite permit to use its accounts and facilities.

If you accept these Terms on behalf of a Customer, you represent that you have authority to bind that Customer. If you do not have that authority, your acceptance binds you to the requirements governing your own access and conduct; it does not by itself impose new commercial obligations on your employer. The Customer's commercial obligations, including indemnification, require acceptance by its authorized representative or incorporation into its agreement with Azurite.

An applicable signed agreement between Azurite and the Customer controls a conflict with these Terms. Otherwise, these Terms supplement that agreement for LIS. An individual user's acceptance does not amend a signed agreement. These Terms govern software access and use; they do not replace an agreement for field surveys, inspection, repair or other professional services, or alter ownership of deliverables established by that agreement.

Sections 8 and 9 contain important warranty exclusions and limits on recovery. Section 10 addresses certain third-party claims caused by Customer content or misuse. Read those provisions before accepting.

2. Information Tool; Customer Decisions and Safety

LIS organizes drawings, recorded observations, media, repair submissions, verification histories and reports. It is an information-management tool, not an independent assessment of current facility conditions. Information may be incomplete, inaccurate or outdated. Its significance depends on the observation's scope, methods, circumstances and date.

An absent record does not establish the absence of a leak, hazard or compliance issue. A "Repair Verified" status records a verification for its stated scope and time; it does not certify continuing repair effectiveness, the safety of a facility, or compliance with every applicable requirement. Status counts, drawings, calculations and exports do not constitute a guarantee of completeness or accuracy.

LIS is not a continuous monitor, emergency alarm, emergency-response service, safety control, or substitute for required inspections, suitable instruments, qualified professional judgment or facility safety procedures. Do not use it to decide whether an area is safe to enter or whether an emergency exists. Follow the facility's emergency procedures and obtain appropriate assistance.

The Customer is responsible for decisions about its facilities, repairs, operations and compliance; reviewing information before relying on it; and maintaining independently required records. The Customer must verify that exports are suitable for their intended use and promptly report material errors it discovers. Azurite does not undertake to monitor the Customer's operations, review every entry, identify every leak, provide legal or regulatory advice through LIS, or guarantee savings, avoided losses or other business results. Separately contracted professional duties remain governed by the applicable agreement and law.

3. Accounts, Access and Permitted Use

Subject to compliance with these Terms and the applicable agreement, Azurite grants a limited, nonexclusive, nontransferable permission to access LIS for the Customer's authorized internal business activities, within the sites, functions and usage limits made available to it. This is permission to use a hosted service, not a sale or transfer of the software. Authorized exports and internal use of Customer records remain permitted.

Provide accurate account information, safeguard passwords, authentication factors and recovery information, and promptly report suspected compromise. The Customer is responsible for designating appropriate users, distributing access codes only to authorized recipients, and promptly requesting removal of access that is no longer appropriate. The Customer is responsible for its Authorized Users' compliance and for instructions and sharing permissions they give within their authority. This does not make the Customer responsible for an unauthorized act to the extent caused by Azurite's breach of its own obligations.

Personal accounts must not be shared, transferred or used to impersonate another person. A specifically authorized demonstration account may be shared only for its approved demonstration purpose and data. Demonstration permission does not permit shared real-customer accounts.

You must not:

• Access or disclose records, facilities or files without authorization; bypass access controls; or compromise another account.
• Introduce malicious material, interfere with availability, evade quotas, or conduct intrusive security testing without written authorization.
• Sell, sublicense, rent or provide service-bureau access to LIS without written permission.
• Copy proprietary code, documentation or interface assets; remove ownership notices; or reverse engineer proprietary components, except to the extent mandatory law or an applicable third-party license permits the activity.
• Use Azurite's proprietary software, confidential technical information or protected materials to develop a competing product, or to train a model, without written permission. This restriction does not claim ownership of general ideas, independently developed technology or Customer Content.
• Use LIS unlawfully or upload content you lack the right to provide.

Do not upload passwords, authentication secrets, payment-card details, protected medical information or other specially regulated personal information unless Azurite has expressly agreed in writing to support that category. Ordinary facility information appropriate to LIS is not prohibited merely because it is confidential.

4. Azurite Intellectual Property and Feedback

Azurite and its licensors retain ownership of LIS, its source and object code, interface assets, documentation, report templates, designs, methods, know-how, trademarks and improvements. No license is granted by implication. The Customer's ownership of its content does not transfer Azurite's underlying technology or pre-existing materials. Authorized use of a report does not authorize extracting or commercializing Azurite's reusable templates or software. Ownership and permitted use of separately commissioned deliverables remain governed by the applicable agreement.

No right to use Azurite's name, trademarks or branding to imply endorsement is granted. Third-party components remain subject to their applicable licenses, which these Terms do not restrict.

If you voluntarily provide nonconfidential ideas or suggestions about LIS and have authority to do so, you grant Azurite a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free permission to use, modify and incorporate those suggestions without payment or attribution. This permission excludes Customer Content and confidential information; submitting facility records or requesting confidential support does not make that material unrestricted feedback.

5. Customer Content and Operational Permission

The Customer and its licensors retain their rights in drawings, photographs, observations, attachments and other materials they submit or are entitled to control (Customer Content). You represent that you have the rights, permissions and lawful basis necessary to provide that content and authorize its intended use. Access to another person's material does not grant ownership or permission to disclose it.

The Customer grants Azurite and providers acting on its behalf a nonexclusive permission to host, copy, transmit, format and display Customer Content as necessary to provide LIS to authorized recipients, maintain and secure it, deliver support, and operate backups and recovery. This permission continues for retained copies only to the extent needed for those purposes and lawful retention. It does not authorize sale of Customer Content, public marketing use or artificial-intelligence training on it. Those uses require separate authorization from an appropriately authorized Customer representative.

The Customer is responsible for the accuracy, legality and authorized disclosure of content supplied by it or its users. Azurite has no general obligation under these software Terms to inspect each submission or independently verify a Customer-entered repair, statement or document. This does not alter responsibility for work Azurite expressly undertakes under a separate services agreement.

6. Confidentiality, Security and Records

Applicable confidentiality and data-protection obligations remain in force. Azurite may use personnel and service providers to perform the operational purposes described above, subject to those obligations. Azurite may disclose information where required by law, subject to applicable notice requirements and restrictions.

No online service guarantees absolute security, uninterrupted access or recovery of every item. Unless an applicable signed agreement expressly provides otherwise, these Terms do not establish a certification, particular storage jurisdiction, fixed retention period, recovery time, recovery point, or service-level commitment. Deleting an active record does not necessarily delete copies already contained in retained backups.

The Customer should retain independent copies of records it must preserve and export needed information while it has access. Backups supporting Azurite's service operations are not a substitute for the Customer's legal recordkeeping obligations. These statements do not excuse Azurite from a backup, confidentiality or security obligation expressly undertaken in an applicable agreement or imposed by law.

Information handling and removal remain subject to applicable law and the Customer's agreement. These Terms do not replace any legally required privacy notice.

7. Service Operation and Changes

Azurite may maintain, update and modify LIS and impose reasonable technical limits to protect the service. Functionality can depend on browsers, devices, networks and third-party services. Maintenance, interruptions and compatibility differences may occur. No future feature, support response time, custom development, integration or particular result is promised unless expressly included in the applicable signed agreement.

Azurite may change or discontinue free or demonstration features. Changes to paid commitments remain subject to the Customer's agreement. Unless that agreement or mandatory law provides otherwise, free or demonstration access does not carry a support or continued-availability commitment.

To the extent permitted by law, Azurite is not responsible for delay or nonperformance caused by events outside its reasonable control, including natural disasters, government action, widespread communications failures or third-party infrastructure outages. This provision does not excuse Azurite's own independently actionable breach or override an agreed continuity obligation.

8. Warranty Disclaimer

EXCEPT FOR EXPRESS COMMITMENTS IN AN APPLICABLE SIGNED AGREEMENT AND RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, LIS AND ITS SOFTWARE-GENERATED OUTPUTS ARE PROVIDED AS IS AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AZURITE DISCLAIMS IMPLIED WARRANTIES AND CONDITIONS, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Azurite does not warrant that LIS will satisfy every requirement, remain continuously available, operate without error, detect every problem, produce complete or accurate results in every circumstance, or have every defect corrected. Selection and use of LIS for a particular operational or business purpose are the Customer's responsibility.

A demonstration, informal statement, support interaction or general product description does not create an additional contractual guarantee. This does not exclude liability for misrepresentation where the law prohibits doing so, or negate an express warranty or standard of performance in a controlling agreement. The exceptions in Section 9.5 apply to this disclaimer.

9. Excluded Losses and Aggregate Liability Limit

9.1 Excluded Categories of Loss

SUBJECT TO SECTION 9.5, AZURITE AND THE PROTECTED PARTIES ARE NOT LIABLE FOR LOST PROFITS, REVENUE, PRODUCTION, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITIES OR GOODWILL; BUSINESS INTERRUPTION OR DOWNTIME; LOSS, CORRUPTION OR RECONSTRUCTION OF DATA; OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER ANY SUCH LOSS IS CHARACTERIZED AS DIRECT OR INDIRECT. THEY ARE ALSO NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

These exclusions apply to claims arising out of or relating to LIS, these Terms or software-generated outputs, to the maximum extent permitted by law. They do not override an express remedy in a controlling signed agreement.

9.2 Monetary Cap

SUBJECT TO SECTION 9.5, THE COMBINED AGGREGATE LIABILITY OF AZURITE AND THE PROTECTED PARTIES TO THE CUSTOMER AND ALL USERS CLAIMING THROUGH IT FOR CLAIMS ARISING OUT OF OR RELATING TO LIS OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) US $100 OR (B) THE QUALIFYING LIS FEES DEFINED BELOW.

Qualifying LIS Fees are amounts actually paid to Azurite specifically for the LIS service giving rise to the claims and attributable to the three-month period immediately preceding the earliest event giving rise to any claim subject to this cap. That reference date applies to all such claims collectively; later claims do not reset it. Prepaid fees are allocated proportionately over the service period they purchase, regardless of their payment date. Unpaid or merely payable charges, taxes, reimbursed expenses, equipment charges and fees for surveys, inspection, repair or other professional services do not count.

For a bundle, only an LIS fee expressly identified or allocated to LIS in the parties' written agreement counts. If LIS is supplied free, for demonstration, or as an included feature without a separately identified or agreed LIS fee, the aggregate monetary limit under these Terms is US $100. Acceptance of these Terms does not permit Azurite to invent a retrospective fee allocation, alter an existing price, or override a controlling signed agreement's liability provisions.

The limit is a single aggregate ceiling for all covered claims, shared by the Customer and its Authorized Users. It is not multiplied by accounts, facilities, incidents, legal theories or defendants. Amounts paid toward claims subject to this limit reduce the amount remaining; later claims do not replenish it.

9.3 Application of These Protections

"Protected Parties" means Azurite's affiliates and its and their officers, members, employees, agents, subcontractors, licensors and service providers, solely to the extent a claim concerns their provision of LIS for Azurite. These parties may enforce the protections expressly extended to them; naming them separately does not increase the aggregate limit.

The exclusions and limit apply whether a claim is framed in contract, warranty, tort including ordinary negligence, statute or another legal theory, to the extent the law permits. They apply even if a loss was foreseeable, a party was advised of its possibility, or a limited remedy does not fully compensate a claimant. No separate, higher cap for ordinary confidentiality, data or security claims is created by these Terms; any contrary signed agreement or mandatory law controls.

9.4 Allocation of Risk

The service price and the availability of included or free access reflect this allocation of risk. These software Terms do not make Azurite an insurer of the Customer's facility, production, compliance or financial results. Separately contracted field-service claims remain governed by their applicable agreement; a software label does not reclassify such a claim.

9.5 Exceptions and Controlling Obligations

Nothing in Sections 8 or 9 excludes or limits liability for fraud, intentional misconduct or gross negligence; death or personal injury caused by negligence; or liability that applicable law does not permit to be excluded or limited. Applicable signed agreements control conflicting liability provisions and express remedies. Nonwaivable statutory rights remain intact. The protections apply to each Protected Party subject to the same exceptions for its own conduct.

10. Customer Responsibility for Certain Third-Party Claims

Where the Customer has agreed to these Terms through an authorized representative or its agreement with Azurite, the Customer will defend and indemnify Azurite and the Protected Parties against third-party claims, resulting damages finally awarded or included in an approved settlement, and reasonable defense costs, including attorneys' fees, to the extent arising from:

• Customer-supplied content that infringes intellectual-property rights, unlawfully discloses protected information or violates applicable law;
• The Customer's or its Authorized Users' unauthorized disclosure, unlawful use, or material breach of the access and use restrictions in these Terms; or
• Instructions or permissions the Customer gives Azurite that the Customer lacks authority to give.

This obligation does not apply to the portion of a claim caused by Azurite's or a Protected Party's negligence, misconduct or breach of its own obligations. It does not transfer Azurite's separately undertaken professional duties to the Customer. Section 9 limits liability of Azurite and the Protected Parties; it does not limit the Customer's obligations under this section, subject to controlling agreements and law.

Azurite will give prompt notice of the claim; delay reduces the Customer's obligation only to the extent it materially prejudices the defense. The Customer must conduct the defense diligently through qualified counsel reasonably acceptable to Azurite and provide reasonable cooperation and information. Azurite may participate through its own counsel at its expense, except that reasonable separate-counsel costs caused by an actual conflict of interest or the Customer's failure to defend are covered to the extent the claim is indemnifiable. If the Customer fails to defend, Azurite may assume the defense and recover reasonable covered costs.

The Customer must not settle a claim in a way that admits fault by a Protected Party, imposes a nonmonetary obligation on it, or fails to give it a full release without its written consent. Azurite may not bind the Customer to a settlement for which indemnity is sought without the Customer's consent, which must not be unreasonably withheld. This section does not make an ordinary employee personally responsible for the organization's indemnity merely because the employee signs in.

11. Suspension, Termination and Records on Exit

Subject to the applicable agreement, Azurite may restrict, suspend or end access when it reasonably suspects misuse, a security threat, infringement or unlawful activity; when material use restrictions are breached; when agreed LIS charges remain unpaid; or when law requires it. Azurite may act before notice when reasonably necessary to protect the service, users, data or legal compliance. Where practical and lawful, Azurite will explain the restriction and allow the issue to be addressed. An action authorized by this section does not itself create a damages or refund entitlement, subject to controlling agreements and mandatory law.

You may stop using LIS, but signing out, ceasing use or requesting removal of an individual account does not cancel a Customer contract or extinguish accrued fees. These Terms create no fee, automatic renewal or payment obligation not otherwise agreed. Refunds and cancellation rights are governed by the applicable agreement and law.

Arrange authorized exports before access ends. Unless an applicable agreement or law requires otherwise, Azurite has no obligation to continue access, preserve content indefinitely, or provide custom migration or retrieval services after termination. Lawful retention and confidentiality duties continue. Optional assistance beyond existing commitments may be provided under a separate agreement.

Ownership, use restrictions that remain relevant, confidentiality, accrued payment obligations, warranty exclusions, liability limits, indemnity obligations for covered events and dispute provisions survive to the extent applicable by their nature.

12. Versions, Notice and Acceptance

Each published version identifies its legal version and effective date. Azurite may revise these Terms prospectively by providing notice and making the proposed version available. Material revisions require affirmative acceptance before their application where required by the acceptance process or law. Software builds and routine interface changes do not themselves change the accepted legal version.

An earlier accepted version will not be silently rewritten. New wording does not apply retroactively to accrued claims or amend a signed agreement without the authorization that agreement requires. If you decline a required version, normal use may be restricted subject to applicable contractual rights, while Terms viewing, appropriate authentication and account-recovery functions, and sign-out remain available.

You consent to service and legal notices electronically through your registered email address or the application, except where law or a signed agreement requires another method. Keep your contact details current. A sign-in notice does not authorize Azurite to record an acceptance you did not make.

13. Governing Law and General Provisions

Unless an applicable signed agreement or mandatory law provides otherwise, Arizona law governs these Terms, excluding conflict-of-law rules that would require another jurisdiction's law. Disputes arising out of or relating to these Terms or LIS must be brought exclusively in the state courts located in Maricopa County, Arizona, or, where federal subject-matter jurisdiction exists, the United States District Court for the District of Arizona. The parties consent to personal jurisdiction and venue there, subject to mandatory rights.

Azurite may seek injunctive or other equitable relief for threatened or actual infringement, misappropriation or unauthorized access, subject to the court's usual requirements. This provision does not presume entitlement to relief or waive a legally required bond.

You may not assign your rights or obligations under these Terms without Azurite's written consent, except where mandatory law permits. Subject to applicable signed agreements and confidentiality obligations, Azurite may assign these Terms in connection with a merger, reorganization or transfer of the LIS business; the successor must assume the applicable obligations.

If a provision is unenforceable, it will be limited only as far as the law permits and requires, and the remainder continues in effect. Failure to enforce a provision is not a general waiver. These Terms and applicable written customer agreements form the agreement for their subject matter; they do not extinguish another binding commitment or a claim the law prohibits excluding. Except for the Protected Parties' express protections, these Terms do not create rights for third-party beneficiaries. No partnership, agency or employment relationship is created.

14. Contact

For questions about these Terms or coordination with a customer agreement, contact Azurite Industrial Services, LLC at info@azuriteindustrial.com. Do not send passwords, authentication codes or confidential facility material in an initial email. This is not an emergency channel and does not establish a response-time commitment.