Effective Date: January 01, 2021

Welcome to the TWL Oilfield Services website (the “Website” or “Site”)! This Site is operated through TWL Oilfield Services, LLC (“we,” “us,” “our,” or “TWL”) and hosted by BigTuna.

This Terms and Conditions Agreement (“Agreement”) governs the terms and conditions under which you may use this Website. By using this Website, you accept and agree to be bound by these terms and conditions and with all applicable federal, state, and local laws and regulations. If you do not agree with these terms and conditions, you must not use or continue to access this Website and the services offered on this Website. Your continued use will constitute your acceptance to these terms and conditions, as may be amended from time to time.

Privacy Policy.

We value and respect your privacy. By your use of the Website, information about you, your device, your usage and other data and information will be collected from you in accordance with our Privacy Policy. Please review our Privacy Policy for more information.

User Warranties and Conduct.

By using this Website, you agree, warrant, and represent that:

• You have authority to bind yourself to this Agreement;

• You will not use this Website or its contents for any unlawful, illegal, or fraudulent purpose or activity;

• You are who you say you are and are not impersonating another person;

• You have the authority or authorization to disclose any personal information that you submit to the Website;

• You are of majority age in the jurisdiction in which you reside or have permission to use the Website. If you are not of majority age or do not have permission from a parent or legal guardian, you are prohibited from using this Site.

• You agree that you will not email, submit, or otherwise transmit any confidential information, trade secrets, junk mail, “spam,” computer viruses or any other form of solicitation to us, the Website, or any users of the Website.

Intellectual Property.

We respect all copyright and trademark laws and the intellectual property rights of others. Unless otherwise expressly stated, all images, information, photographs, graphics, names, logos, and other content provided on the Website is intellectual property protected by copyright laws and are owned us or the third-party credited where indicated. From time to time, we may provide information and resources on the Website, including articles, news releases, charts, statistical information, photographs, case studies, reports, (collectively, “Publications”). The creators of these Publications retain all rights to their works, except where noted.

You agree to comply with all copyright, trademark and other applicable intellectual property laws. You may not use, copy, reproduce, distribute, broadcast or circulate any of the protected content on this Website, in whole or in part, without express written permission from us. Any modification or alteration of any content on the website, in whole or in part, is also prohibited. You agree nothing on this Website or your use of this Website confers any ownership, rights or other interests in the copyrighted content on the Website, nor is intended or to be construed as granting any rights or license to use any copyrighted material or content on our Website without our permission.

For permission to use content from this Website or of copyrighted material, trademarks, or logos, or if you believe that any content or material on our Website infringes on any copyright you own or control, please send an email to office@twloilfield.com.

Third-Party Servicers.

We use the services of third parties to provide our services to you such as to host this Website (GoDaddy) and to process payments. You are subject to and agree to comply and abide by their terms of service, as may be amended from time to time at their sole discretion.

Links to Other Websites.

Links on the Website that lead to outside services and resources are provided for convenience only. We do not control the accuracy or availability of the those outside services and resources. Any concerns regarding any such service or resource, or any link, should be directed to the particular service or resource.

Limitation of Liability.

TWL makes no representations or guarantees of the accuracy, completeness, or timeliness of the information on the Webiste. TWL will not be liable to you or any other person for any damages that result from the use or inability to use the Website, or as a result of any content, information, services, or resources made available through the Website.

Indemnification.

You agree to indemnify and hold harmless each of us, our affiliates, agents, officers, directors, employees, consultants and representatives from any claim or demand, including reasonable attorneys’ fees, made by any third party due to, arising out of, or related to your use of this Website, the violation of these Terms of Use by you, or the infringement by you of any intellectual property or other right of any person or entity.

General Provisions.

The failure or delay in exercising a right hereunder will not constitute a waiver of such right. If any particular provision of these Terms of Use is found to be unenforceable, that provision will be severable and will not affect any of the other provisions.

Changes to the Terms and Conditions.

We reserve the right to make changes to any information or services on the Website, including these Terms and Conditions, without notice to you. The most current Terms of Use will be posted here on the Website with the Effective Date posted on the most current Terms and Conditions.

PURCHASES AND ORDERS

The terms and conditions in this section sets forth the general terms and conditions of any written sales agreement or purchase order between us and a Buyer. In the event of any conflicting terms or agreements between this section and a written contract signed by both parties, the written contract shall control.

Purchases, Pricing, and Payment.

All purchases, orders, or request for services must be made in writing and signed by both parties. Such written contract shall fully specify the terms and conditions of the sale and agreement between the parties. Any changes or modifications to an order must be in writing and signed by all parties. Pricing shall vary depending on the products or services requested. Unless otherwise specified in writing, the total pricing will include all packaging, delivery costs, insurance, customs duties (if applicable) and fees and applicable taxes, including, but not limited to, all sales, use, or excise taxes. Pricing for all products and services are subject to change from time to time. All prices shall be set in US Dollars. At our discretion, a deposit, down payment, or letters of credit may be required at the time of order placement to initiate order fulfillment. The price of the goods or services sold shall be invoiced to Buyer. Unless otherwise agreed in writing, Buyer shall pay all invoiced amounts within thirty (30) days from the invoiced date without offset or other deductions. Late payments or unpaid balance are subject to interest on any unpaid amount at the highest rate permissible under applicable law, calculated daily and compounded monthly, until paid in full.

Delivery.

Delivery and shipment date of products may vary depending on type of products ordered. Unless agreed to in writing, items shall be shipped ExWorks (EXW) Incoterms 2010. Items purchased shall be delivered on the approximate date and to the location as specified in the written contract between the parties. Actual delivery times may vary or be delayed due to changes in purchase orders, incomplete or inaccurate information from Buyer. TWL shall not be responsible for any delay, loss, or damage while in transit beyond our control. No deliveries will be made to Buyers with delinquent accounts until such account has been made current.

TWL shall not be liable for any non-delivery of products purchased unless Buyer gives written notice to TWL of the non-delivery within a specified time. In such event, the liability of TWL for the non-delivery of such items shall be limited to redelivery of such missing items within a reasonable time or adjusting the invoice (or the refund of funds if paid) to reflect the actual quantity delivered. Upon delivery, title and risk of loss passes to Buyer.

Nonconforming Goods or Damage.

Buyer has the right to inspect the products upon delivery and must immediately notify TWL of any nonconforming or defective items. Buyer shall be deemed to have accepted such goods as delivered if TWL is not notified. Buyer may reject all or any portion of the items if it determines the items are nonconforming or defective. If Buyer rejects any portion of the items, Buyer must notify TWL and may (a) rescind the Agreement in its entirety; or (b) reject only the damaged/nonconforming items. As Buyer’s sole and exclusive remedy, TWL will refund amounts paid or adjust Buyer’s invoice to reflect the items accepted by Buyer, or, if Buyer requests replacement items, TWL will replace the nonconforming items at TWL’s expense within a reasonable amount of time. TWL shall not be responsible for damage or loss to a shipment by a freight carrier. Claims for any damage, shortage or loss in the transit of the items delivered must be made by Buyer to the carrier.

Limited Warranty.

TWL warrants that the goods sold will be free of defects in material and workmanship for a period of one year from the date of delivery. Buyer must provide written notice to TWL of any warranty claims within the warranty period to be valid. TWL’s liability shall be limited solely and exclusively to either the replacement or the repair of the goods, or credit or refund Buyer for the defective good. Any good that is repaired by TWL is warranted to be free from defects in materials and workmanship for a period of ninety (90) days from the date of completion of repair or the remaining portion of the Warranty Period, whichever is longer. TWL will not be liable for breach of warranty for defects or damage to products caused by incorrect operation, misuse, neglect, incorrect or failure to follow storage, installation, use, or maintenance instructions, or unauthorized alteration or repair. TWL makes no warranties, expressed or implied, with respect to any products manufactured by a third party. TWL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND TWL’S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY SET FORTH HEREIN.

Limitation of Liability.

IN NO EVENT SHALL TWL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (iv) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE UNITS SOLD HEREUNDER.

Choice of Law.

This sales agreement shall be governed by and construed in accordance with the laws of the State of Texas. THIS AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN TARRANT COUNTY, TEXAS.