TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement ("Agreement") governs the satellite data monitoring, automated cloud analytics, alert notifications, and report delivery provided by Geolabe LLC ("Company") to the commercial client ("Customer").

1. Scope of Services

Geolabe LLC provides cloud-based processing of satellite imagery and radar data to perform automated infrastructure analytics (including methane emission detection and surface deformation monitoring), transmit automated email and SMS alerts, and generate analytical PDF reports (collectively, the "Services").

2. Satellite Data & Algorithmic Disclaimers

• Monitoring Support Only: Services are intended solely for analytical support and screening. They do not replace primary safety infrastructure, physical ground inspections, emergency response systems, or mandatory regulatory reporting.
  
  

• Satellite & Weather Dependencies: Processing relies on third-party satellite orbit schedules, sensor availability, cloud cover, and atmospheric conditions. Geolabe LLC does not guarantee real-time data acquisition or uninterrupted coverage.
  
  

• Probabilistic Detection: Automated algorithms operate on statistical and machine-learning models. Geolabe LLC does not guarantee 100% detection accuracy, complete elimination of false positives or false negatives, or the identification of every ground anomaly.
  
  

3. Notification & Delivery

• Third-Party Carrier Liability: Email and SMS delivery depends on external telecommunication networks, cellular carriers, and email filters. Geolabe LLC is not liable for delayed, blocked, or undelivered alerts caused by third-party network failures.
  
  

• Account Configuration: Customer is responsible for configuring and maintaining accurate emergency contact lists, phone numbers, and email addresses within the platform.
  
  

4. Intellectual Property & Data Rights

• Customer Inputs: Customer retains ownership of provided facility boundaries, GIS shapefiles, and infrastructure coordinates. Customer grants Geolabe LLC a non-exclusive, royalty-free license to use this data solely to perform and refine the Services.
  
  

• Geolabe IP: Geolabe LLC retains exclusive ownership of all software, proprietary AI models, InSAR/radar processing workflows, algorithm outputs, and PDF report formats.
  
  

5. Confidentiality & Non-Disclosure

• Definition of Confidential Information: "Confidential Information" includes all non-public information disclosed by either party, including facility locations, infrastructure coordinates, satellite analysis outputs, detected ground or atmospheric anomalies, alert history, proprietary algorithms, and pricing terms.
  
  

• Duty of Protection: Each party agrees to protect the other's Confidential Information with the same degree of care it uses for its own sensitive data, but no less than reasonable care. Neither party shall disclose, publish, or distribute the other's Confidential Information to any third party without prior written consent.
  
  

• Treatment of Anomaly Data: Geolabe LLC specifically acknowledges that raw and processed data indicating infrastructure anomalies, leaks, or deformation on Customer assets are strictly Customer Confidential Information.
  
  

• Permitted Disclosure & Compelled Disclosure: Confidential Information may only be disclosed to employees, contractors, and legal advisers who need to know and are bound by confidentiality obligations. If Geolabe LLC is required by law or judicial process to disclose Customer Confidential Information, it will provide prompt written notice to Customer before disclosure, to the extent legally permitted.
  
  

6. Subscriptions & Fees

• Services are provided on a recurring subscription basis as specified in the applicable Order Form or Master Services Agreement.
  
  

• All fees are non-refundable. Geolabe LLC reserves the right to suspend alert delivery and platform access if account balances are past due.
  
  

7. Limitation of Liability

• (a) Exclusion of Indirect & Consequential Damages: To the maximum extent permitted by applicable law, Geolabe LLC shall not be liable to Customer for any indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation lost profits, operational downtime, infrastructure failure, environmental liabilities, regulatory fines, or business interruption, arising out of or in connection with missed alerts, processing delays, or service errors, regardless of the legal theory.
  
  

• (b) Direct Liability Cap: Geolabe LLC’s total aggregate liability for all direct claims, losses, or damages under or related to this Agreement shall be strictly capped at and shall not exceed the total fees actually paid by Customer to Geolabe LLC in the three (3) months immediately preceding the event giving rise to the liability.
  
  

8. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, United States, without giving effect to any principles of conflicts of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts located in New Mexico.