Terms and Conditions

The operations conducted, and the services, goods, equipment and personnel provided (collectively the “Services”) by Allied Wireline Services, LLC (“AWS”) to the applicable customer (the “Customer”) shall in all instances and circumstances be subject to, and governed by, the following terms and conditions (these “Terms”). By signing this filed ticket, the Customer is thereby agreeing that these Terms shall apply to such Services.

1. Acceptance of Terms – The Customer agrees that the prices charged by AWS for the Services take into consideration and are predicated on the Customer agreeing to be bound by these Terms, including the allocations of risk and liabilities contained herein, with these Terms superseding any other terms and conditions alleged to have been agreed to by AWS and the Customer.

2. Payment Terms, Pricing, Collection – Unless payment for the Services has already been made, payment for the Services shall be made in cash in US dollars paid no later than thirty (30) days from the date of the date of the invoice relating to this field ticket. AWS reserves the right to charge the Customer a late payment penalty of up to 1.5% per month (not to exceed the maximum allowed by applicable state or federal law) of any past unpaid balances owed for the Services. All prices are exclusive of any federal, state or local taxes imposed on, or arising in connection with, the provision of the Services (“Taxes”), which Taxes will be added to quoted prices where applicable. For unpaid amounts collected through legal proceedings or by a collection agency, the Customer shall pay all attorney and collection agency fees and other costs incurred by AWS in connection therewith in addition to the amount of the unpaid invoice and any accrued late payment penalty. For the avoidance of doubt, the Customer hereby acknowledges, understands and agrees that, in connection with the collection of past due invoices, AWS shall have the right to file liens against the Customer, the Customer’s property, the well on which the Services were performed and the well site where the Services were provided.

3. Indemnities

a) AWS’s indemnification of Customer: Except as otherwise provided herein, AWS agrees to protect, defend, indemnity, and save the Customer and its joint owners, if any, harmless from and against any and all claims, demands, damages, liens, losses, suits, judgments, liabilities, expenses (including attorney’s fees and associated costs) and causes of action of whatever kind and nature and without limit and without regard to cause of causes thereof or the negligence of any party or parties, arising in connection herewith in favor of AWS, AWS’s employees, AWS’s subcontractors, the employees of AWS’s subcontractors and/or AWS’s invitees, on account of bodily injury, death or damage to property. If it is judicially determined that the monetary limits of insurance required hereunder or of the indemnities voluntarily and mutually assumed under this paragraph (which AWS and the Customer herby agree will be supported either by available liability insurance, under which the insurer has no right of subrogation against the indemnities or voluntarily self-insured, in part or whole) exceed the maximum limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall automatically be amended to conform to the maximum limits permitted under such laws.

b) Customer’s indemnification of AWS: The Customer agrees to protect, defend, indemnity, and save AWS and its members, owners, officers, directors and employees harmless from and against any and all claims, demands, damages, liens, losses, suits, judgments, liabilities, expenses (including attorney’s fees and associated costs) and causes of action of whatever kind and nature and without limit and without regard to the cause or causes thereof or the negligence of any party or parties, arising in connection herewith in favor of the Customer, the Customer’s employees, the Customer’s contractors (other than AWS and its subcontractors), the employees of such contractors and/or the Customer’s invitees (other than AWS and its subcontractors and their employees and invitees) on account of bodily injury death or damage to property. If it is judicially determined that the monetary limits of insurance required hereunder or of the indemnities voluntarily and mutually assumed under this paragraph (which AWS and the Customer herby agree will be supported either by available liability insurance, under which the insurer has not right of subrogation against the indemnities, or voluntarily self-insured, in part or whole) exceed the maximum limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall automatically be amended to conform to the maximum limits permitted under such laws.

c) No Exception to Indemnity Obligations : Except as otherwise expressly limited herein, it is the intent of the parties hereto that all indemnity obligations and/or liabilities assumed by such parties under terms of these Terms, including without limitation, paragraphs 6(a) through 6(e) hereof, be without limit and without regard to the cause or causes thereof including preexisting conditions, the unseaworthiness of any vessel or vessels, strict liability or the negligence of any party or parties whether such negligence be sole, joint or concurrent, active or passive.

d) Notwithstanding any other provisions of these Terms to the contrary, the Customer shall assume responsibility for and shall protect, defend, indemnify and hold harmless AWS and its members, owners, officers, directors and employees from and against any and all claims, demands, damages, liens, losses, suits, judgments, liabilities, expenses (including attorney’s fees associated costs) and causes of action whatever kind and nature and without limit and without regard to the cause or causes thereof or the negligence of any party or parties (including but not limited to the sole, concurrent, active or passive negligence of AWS and its members, owners, officers, directors, employees), arising in connection herewith in favor of AWS, the Customer, the employees of AWS (and its subcontractors), the employees of the Customer (and its contractors), and/or any other party or parties on account of (i) personal injury, death or property damage that results from radioactivity, (ii) property damage or personal injury that results from pollution of any kind, including clean air control of pollutants, (iii) property damage that results from reservoir or underground damage, including loss of oil, gas or other mineral substance, or water or the well bore itself, (iv) property damage that results from the loss of or damage to any well or hole (including the cost of re-drill) and (v) personal injury or property damage that results from blowout, fire, explosion, cratering or any uncontrolled well condition (including the cost to control a wild well and the removal of debris).

e) The Customer understands and agrees that if AWS should be found liable to Customer for loss or damage due to AWS’s provision of the Services to the Customer hereunder, AWS’s liability to Customer shall be limited to the total sum paid by Customer to AWS for such Services, as liquidated damages and not as a penalty, and this liability shall be exclusive.

4. No Warranty – The Services are provided AS IS/WHERE IS. AWS does not guarantee results, nor does it make any representations or warranties concerning the Services. AWS hereby disclaims all warranties, whether express or implied, that may arise or be deemed to be made with respect to the Services provided to the Customer, including the implied warranties of merchantability and fitness for a particular purpose.

5. No Consequential Damages – Under no circumstances will AWS be liable to the Customer for, and the Customer hereby waives any right to, any special, incidental, or consequential losses or damages suffered by the Customer in connection with the provision of the Services to the Customer, including lost business, revenue, profits and goodwill.

6. Governing Law -These Terms shall be construed in accordance with the laws of the State of Texas without regard to its conflict of laws principles. AWS and the Customer agree that in the event of a dispute between the parties regarding AWS’s provision of the Services to the Customer or any other dispute under these Terms shall be litigated exclusively in the state or federal courts located in Harris County, Texas.