These Terms and Conditions of Service ("Terms") govern all services provided by SoCo Management Group, LLC, located at 2496 Technology Drive, Elgin, Illinois 60124 ("SoCo"), to any client ("Client"). These Terms become effective and binding upon the earliest of: (a) Client’s approval of a written estimate, proposal, scope of work, work authorization, statement of work, purchase order, or electronic service request; (b) Client’s scheduling of services; (c) Client providing SoCo or any SoCo Personnel access to any facility, asset, system, data, personnel, or equipment; or (d) SoCo’s commencement of services at Client’s request (the "Effective Date"). "SoCo Personnel" means SoCo and its members, managers, officers, employees, technicians, agents, affiliates, consultants, and subcontractors.

By taking any of the foregoing actions, Client acknowledges that it has reviewed and agrees to be legally bound by these Terms in their entirety. If the Parties later execute a master services agreement ("MSA"), the MSA shall control only to the extent of a direct conflict, and all non-conflicting provisions of these Terms shall remain enforceable. No purchase-order term, vendor-onboarding language, portal term, field ticket, or third-party procurement-system term shall modify these Terms unless contained in a written amendment that specifically references these Terms and is signed by an authorized officer of SoCo.

The term of these Terms begins on the Effective Date and continues for three (3) years (the "Primary Term"). At the conclusion of the Primary Term, these Terms automatically renew for successive one (1) year periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least sixty (60) days before expiration of the then-current term. The provisions that by their nature should survive, including payment, risk allocation, warranty disclaimers, releases, indemnification, limitations of liability, confidentiality, dispute resolution, and governing law, shall survive expiration or termination.

These Terms apply to both One-Time Services and Recurring Services. "One-Time Services" include compliance testing, inspections, repairs, maintenance, corrective action, project-based work, emergency response, diagnostic site visits, troubleshooting, commissioning, decommissioning, implementation support, and other standalone or single-occurrence activities. "Recurring Services" include ongoing, scheduled, or subscription-based services such as remote monitoring and alert response, managed services and technical support, connectivity and network oversight, data stewardship and environmental recordkeeping, preventive-maintenance coordination, and scheduled on-site inspections, testing, or maintenance. All provisions apply to both categories unless expressly stated otherwise. The term, renewal, and early-termination provisions applicable to Recurring Services do not convert One-Time Services into a recurring commitment.

Recurring Services are contracted for the full duration of the Primary Term and each Renewal Term. If Client terminates these Terms or any Recurring Services without cause before the end of the then-current term, Client shall immediately pay all remaining Recurring Service fees owed through the end of that term. The Parties agree that this payment is liquidated damages reflecting a reasonable estimate of SoCo’s anticipated loss, including reserved capacity, staffing, onboarding, systems, and administrative costs, and is not a penalty. Client may terminate Recurring Services for cause only if SoCo materially fails to perform an express obligation and does not cure that failure within thirty (30) days after receiving reasonably detailed written notice.

The applicable estimate, proposal, service request, work order, or scope of work identifies the services SoCo has agreed to perform. Unless expressly stated otherwise, pricing is based on visible and reasonably anticipated conditions. Concealed, undocumented, unsafe, noncompliant, deteriorated, altered, incompatible, inaccessible, or materially different conditions; inaccurate information; failed access; third-party delay; and additional work requested or reasonably required are outside the original scope and may result in additional time and charges.

SoCo may pause, decline, or stop work if SoCo determines that a condition presents a safety, environmental, regulatory, operational, security, data-integrity, or equipment-damage risk; required authorization, access, information, vendor support, parts, or qualified personnel are unavailable; or continued work would be imprudent. A pause or stoppage under this section is not a breach by SoCo. Client remains responsible for mobilization, diagnostic time, demobilization, standby time, and work performed. Except where immediate action is reasonably necessary to protect persons, property, the environment, or equipment, SoCo will seek Client authorization before performing material out-of-scope repair work.

Client represents and warrants that it owns the site and equipment or has authority to authorize the services; has disclosed known hazards, deficiencies, prior failures, repairs, modifications, alarms, leaks, contamination, security requirements, and unusual operating conditions; and will provide safe, timely, and unobstructed access to the facility, equipment, systems, records, utilities, keys, credentials, responsible personnel, and shutdown authority reasonably required for the services.

Before work begins, Client shall identify and, where applicable, isolate hazardous energy, hazardous materials, product, pressure, electrical sources, traffic, confined spaces, and other site hazards; maintain legally required permits and safety programs; preserve current configurations, backups, passwords, programming files, wiring diagrams, calibration records, service history, and manufacturer information; and arrange for the availability of Client’s equipment vendors, telemetry providers, network providers, programmers, alarm vendors, or other third parties when their participation may be necessary. Client is responsible for the accuracy and completeness of all information, records, labels, diagrams, and instructions supplied to SoCo. SoCo may reasonably rely on them without independent verification.

Client understands and agrees that inspection, testing, diagnostics, maintenance, repair, calibration, verification, and related field services may require SoCo Personnel to access, handle, open, disconnect, isolate, de-energize, remove, loosen, move, disassemble, clean, cycle, actuate, test, simulate, reset, reprogram, reconnect, reinstall, or otherwise manipulate equipment, parts, fittings, fasteners, seals, gaskets, covers, probes, sensors, floats, valves, piping components, electrical components, wiring, communication devices, consoles, controllers, alarms, interlocks, software, firmware, and telemetry or monitoring systems (collectively, "Affected Components"). Such actions are authorized to the extent reasonably necessary or customary to perform the requested services.

Field testing and maintenance can reveal, accelerate, or coincide with failure of Affected Components that are aged, corroded, brittle, seized, fatigued, contaminated, improperly installed, previously damaged, obsolete, unsupported, altered, miswired, mislabeled, inadequately maintained, incompatible, intermittently functioning, or otherwise in marginal or questionable condition. An Affected Component may operate before manipulation yet fail, leak, break, lose calibration, communicate incorrectly, or cease operating during or after ordinary and professionally performed service because of a latent, pre-existing, progressive, or undocumented condition. Client acknowledges that the fact that a condition becomes apparent during or after SoCo’s work does not establish that SoCo caused the condition.

To the fullest extent permitted by law, Client knowingly assumes all risks of loss, damage, malfunction, interruption, failure, leakage, loss of calibration, loss of communication, loss or corruption of data or programming, inability to restore operation, and need for repair or replacement arising from or relating to: (a) a pre-existing, latent, concealed, progressive, intermittent, or marginal condition; (b) ordinary wear, age, corrosion, fatigue, contamination, brittleness, seizure, weakened fasteners, deteriorated seals, obsolete or discontinued parts, prior improper work, undocumented modification, or lack of maintenance; (c) defective, incompatible, mislabeled, miswired, unsupported, improperly programmed, or improperly installed equipment; (d) necessary or customary access, removal, disconnection, manipulation, testing, cycling, or reinstallation of Affected Components; (e) failure of an Affected Component while being tested or serviced in an ordinarily careful manner; and (f) an inability to return equipment or a system to the same apparent operating state that existed before service where a condition described in this section contributed to the outcome (collectively, "Defined Service Risks").

Client releases and waives claims against SoCo Personnel for property damage, equipment damage, malfunction, downtime, data or programming loss, business interruption, product loss, environmental response cost, regulatory consequence, or other loss arising from a Defined Service Risk, including where the loss occurs during or after services and including claims alleging ordinary negligence, except to the extent a final, non-appealable judgment determines that the specific loss was directly and proximately caused by SoCo’s gross negligence or willful misconduct. This release does not apply to liability that applicable law does not permit the Parties to waive.

Unless expressly included in a signed scope of work, SoCo does not warrant or assume responsibility for the design, condition, compatibility, accuracy, cybersecurity, configuration, programming, wiring, communications, data transmission, integration, or continued operation of any automatic tank gauge, telemetry platform, point-of-sale interface, network, modem, gateway, console, controller, sensor, alarm, interlock, software, firmware, cloud service, or other third-party system. SoCo is not responsible for undocumented or improper wiring or programming, vendor-controlled credentials, expired licenses or subscriptions, carrier or network conditions, manufacturer defects, remote changes, incompatible updates, data mapping, third-party integrations, or a third party’s failure to support or restore a system.

If testing or maintenance requires disconnection, removal, resetting, power cycling, reconnection, or reinstallation of any device that communicates with another system, Client accepts the risk that additional vendor programming, pairing, calibration, configuration, credentialing, validation, or replacement may be required. Unless expressly included in the scope, that work is Client’s responsibility and is not included in SoCo’s price. SoCo may assist on a time-and-materials basis but does not guarantee that a third-party or legacy system can be restored, integrated, or made compatible. Client shall maintain current backups and vendor support sufficient to restore its systems, data, configurations, and programming.

If SoCo Personnel observe damage, deterioration, unsafe conditions, failed or questionable components, or unexpected behavior, SoCo may photograph, record, tag, isolate, or otherwise document the condition and notify Client. Any field notation, photograph, test result, or recommendation reflects conditions reasonably observable at the time and is not a warranty that all defects have been discovered. SoCo has no duty to dismantle, investigate, or diagnose beyond the authorized scope.

Client is responsible for deciding whether to authorize repair, replacement, further investigation, shutdown, notification, or other corrective action. If Client declines, delays, or fails to authorize recommended action, Client assumes all resulting risk and cost. SoCo is not responsible for continued operation of questionable equipment, for conditions that worsen after the visit, or for damages attributable to Client’s failure to act. A Client signature on a service ticket acknowledges receipt but is not required for these Terms or the documented condition to be effective.

Replacement parts and materials are subject to availability, manufacturer specifications, and third-party warranties. SoCo may use commercially reasonable equivalents when exact replacements are unavailable unless Client directs otherwise in writing. SoCo does not warrant Client-supplied, reused, refurbished, obsolete, or third-party-supplied parts. Any manufacturer warranty passes through to Client only to the extent transferable. Removed parts may be discarded after completion unless Client requests their return before work begins and applicable law permits return. Client is responsible for storage, handling, and disposal charges and for any hazardous, contaminated, or regulated material or component.

SoCo warrants only that its services will be performed in a commercially reasonable and workmanlike manner consistent with the express scope. Client must notify SoCo in writing of an alleged service defect within thirty (30) days after the affected service is performed and provide a reasonable opportunity to inspect and, if appropriate, reperform the nonconforming portion. Client’s exclusive remedy, and SoCo’s entire obligation, for breach of this limited service warranty is, at SoCo’s option, reperformance of the proven nonconforming service or refund of the fees paid for that specific nonconforming service.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, THE SERVICES, REPORTS, TEST RESULTS, RECOMMENDATIONS, DELIVERABLES, PARTS, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, SOCO DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, COMPLIANCE, SYSTEM AVAILABILITY, CONTINUOUS OPERATION, AND RESULTS. SOCO DOES NOT WARRANT THAT A TEST, INSPECTION, OR SERVICE WILL IDENTIFY EVERY DEFECT, PREVENT FUTURE FAILURE, EXTEND EQUIPMENT LIFE, OR ESTABLISH COMPLIANCE BEYOND THE SPECIFIC STANDARD, METHOD, DATE, AND CONDITIONS EXPRESSLY STATED IN THE APPLICABLE REPORT.

Client is solely responsible for compliance with all applicable federal, state, and local laws, regulations, permits, deadlines, inspection requirements, operational requirements, environmental responsibilities, and data obligations relating to Client’s facilities, systems, equipment, and operations. Where services involve underground or aboveground storage-tank systems, Client acknowledges that Client remains the responsible owner or operator under 40 C.F.R. Parts 280 and 281 and corresponding state programs. SoCo is not and shall not be deemed the owner, operator, custodian, permit holder, fiduciary, statutory record keeper, or responsible party for any facility, asset, release, environmental condition, or regulatory program.

SoCo may assist with scheduling, testing, recordkeeping, reporting, reminders, or submissions, but Client retains ultimate responsibility for verifying applicability, completeness, accuracy, receipt, acceptance, and timely compliance. A passed test or inspection is limited to the equipment, procedure, conditions, and time tested and is not a certification of the facility as a whole or a guarantee of future compliance.

Pricing is stated in the applicable estimate or scope of work. SoCo may increase Recurring Service pricing by up to five percent (5%) annually on each anniversary of the Effective Date without further notice. Unless otherwise stated, travel, mobilization, permits, shipping, disposal, special equipment, expedited procurement, third-party charges, taxes, and out-of-scope services are additional.

Invoices are due fifteen (15) days from the invoice date. Past-due amounts may accrue interest at one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is lower. SoCo may suspend or terminate services after ten (10) days’ written notice of non-payment. Client shall reimburse all reasonable collection costs, including attorney’s fees, court costs, and lien-enforcement costs. Client may not withhold, offset, or deduct payment based on an unliquidated claim. SoCo retains a security interest in deliverables, configurations, network setups, records, and documentation to the extent permitted by law until all amounts are paid in full.

To the fullest extent permitted by law, Client shall indemnify, defend, and hold harmless SoCo Personnel from and against third-party claims, actions, demands, proceedings, penalties, fines, losses, liabilities, damages, judgments, remediation costs, and reasonable attorney’s fees and expenses arising out of or relating to: (a) Client’s or its personnel’s acts, omissions, negligence, willful misconduct, operations, products, or use of the services; (b) Client’s breach of these Terms; (c) inaccurate, incomplete, or withheld information or instructions; (d) site conditions, environmental conditions, hazardous materials, releases, or Client-owned or controlled equipment, systems, wiring, programming, data, or facilities; (e) a Defined Service Risk; (f) Client’s failure to maintain, repair, replace, shut down, secure, report, or otherwise respond to a known or recommended condition; (g) bodily injury, death, or damage caused by persons or conditions under Client’s control; or (h) Client’s violation of law or regulatory obligation.

Client’s indemnity obligation shall not require Client to indemnify a SoCo indemnitee for that indemnitee’s own negligence to the extent such indemnification is prohibited by applicable law, including the Illinois Construction Contract Indemnification for Negligence Act when applicable. Where a claim is caused by the concurrent fault of Client and a SoCo indemnitee, Client’s obligation shall apply to the fullest lawful extent attributable to Client, Client’s personnel, Client’s property, or conditions within Client’s responsibility. SoCo may select counsel reasonably acceptable to Client. Client shall not settle any claim in a manner that admits fault by, imposes obligations on, or fails to fully release a SoCo indemnitee without SoCo’s prior written consent.

TO THE FULLEST EXTENT PERMITTED BY LAW, SOCO PERSONNEL SHALL NOT BE LIABLE UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING ORDINARY NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF USE, REVENUE, PROFIT, PRODUCT, INVENTORY, DATA, PROGRAMMING, GOODWILL, OR BUSINESS OPPORTUNITY; BUSINESS INTERRUPTION OR DOWNTIME; COST OF SUBSTITUTE SERVICES; ENVIRONMENTAL OR REGULATORY PENALTIES; OR THIRD-PARTY CHARGES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF ALL SOCO PERSONNEL ARISING OUT OF OR RELATING TO A CLAIM, EVENT, RELATED SERIES OF EVENTS, OR APPLICABLE SCOPE OF WORK SHALL NOT EXCEED THE FEES ACTUALLY PAID TO SOCO FOR THE SPECIFIC SERVICES DIRECTLY GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THESE TERMS ARE AN ESSENTIAL BASIS OF THE PARTIES’ BARGAIN AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Nothing in these Terms limits liability to the extent applicable law prohibits limitation, and nothing purports to excuse fraud or willful misconduct.

Client shall maintain insurance appropriate to its operations, property, environmental exposures, equipment, vehicles, personnel, and contractual obligations, including commercial general liability, property, workers’ compensation, automobile, pollution or environmental coverage where applicable, and equipment-breakdown or business-interruption coverage. Upon request, Client shall provide evidence of coverage and name SoCo as an additional insured on a primary and noncontributory basis where commercially available and appropriate to the services.

To the fullest extent permitted by law and available insurance, Client waives, and shall cause its insurers to waive, rights of recovery and subrogation against SoCo Personnel for losses covered or required to be covered by Client’s insurance. SoCo maintains commercial general liability insurance and will provide proof upon request. Any additional coverage, limits, endorsements, or project-specific insurance required by Client shall be at Client’s expense and is effective only after SoCo’s written acceptance.

SoCo performs solely as an independent contractor. Nothing creates a partnership, joint venture, agency, employment, fiduciary, operator, or joint-employer relationship. SoCo may use qualified subcontractors and remains responsible only for obligations expressly assumed under these Terms. Client shall direct service communications through SoCo and shall not hire, supervise, or control SoCo Personnel as Client employees.

Nonpublic pricing, proposals, methodologies, configurations, documentation, credentials, business information, and data disclosed by either Party and reasonably understood as confidential shall be protected using reasonable care and used only for the services. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed, rightfully received from a third party, or required to be disclosed by law. SoCo may retain service records, field notes, photographs, test data, and other documentation as reasonably necessary for business, safety, quality, insurance, legal, and regulatory purposes, subject to applicable confidentiality obligations.

SoCo is not liable for delay, interruption, or failure caused by circumstances beyond its reasonable control, including weather, casualty, labor shortage, supply-chain disruption, part unavailability, utility or network failure, cyberattack, government action, permit or regulatory delay, site inaccessibility, Client or third-party delay, manufacturer or vendor action, epidemic, civil disturbance, or transportation disruption. Time for performance shall be extended for the period reasonably affected, and Client remains responsible for costs incurred.

Client shall provide written notice describing any alleged error, damage, or claim within ten (10) business days after discovery and, where practicable, before any alteration, repair, disposal, reset, or third-party intervention. Client shall preserve relevant equipment, parts, logs, data, photographs, programming, and other evidence and provide SoCo a reasonable opportunity to inspect and mitigate. Failure to provide timely notice or preserve evidence bars recovery to the extent SoCo is prejudiced.

To the fullest extent permitted by law, no action arising from the services may be commenced more than one (1) year after the earlier of completion of the specific services giving rise to the claim or Client’s discovery of the facts giving rise to the claim. Before filing suit, an authorized representative of each Party shall meet and confer in good faith. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

These Terms are governed by Illinois law, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the services shall be brought exclusively in the state courts located in Kane County, Illinois, or the federal court having jurisdiction over Kane County, and each Party consents to personal jurisdiction and venue there. The prevailing Party in an action to enforce these Terms is entitled to recover reasonable attorney’s fees and costs, except where prohibited by law.

Notices must be in writing and delivered personally, by nationally recognized overnight carrier, or by email with confirmation of transmission to the contacts shown in the applicable service document, and are effective upon receipt. Client may not assign these Terms or any service without SoCo’s prior written consent; SoCo may assign them to an affiliate or successor in connection with a reorganization, sale, or transfer of substantially all relevant assets. No third party is a beneficiary of these Terms. No waiver is effective unless in writing, and a waiver on one occasion is not a waiver on another. Headings are for convenience only. "Including" means "including without limitation." Electronic signatures and counterparts are effective as originals.

If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and, if necessary, modified as narrowly as possible to make it enforceable; the remaining provisions shall remain in full force. These Terms and the applicable estimate, scope, or signed MSA constitute the entire agreement regarding the services and supersede prior or contemporaneous representations concerning the same subject. In a direct conflict, a signed MSA controls, followed by the applicable scope of work, then these Terms, unless the signed document expressly states a different order of precedence.