Galaxy Mega Rule Tool (MRT) Software Subscription Agreement

1. Term. This agreement begins on the Effective Date and will continue until terminated (the "Term").
2. Grant of License to Access and Use Service. Galaxy Midstream Resources LLC ("Galaxy") hereby grants to Customer, including, where applicable, to all Customers' Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the Galaxy MRT (the "Service") solely for Customer's internal business operations in accordance with the terms of this agreement and Galaxy’s online terms of use.
3. Support Services. For the 12-month period beginning on the Effective Date, and at Galaxy’s expense, Galaxy will provide Customer with support in order to help Customer correct problems with the Software. The support will be electronic support by email with a response time not exceeding 48 hours.
4. Data Protection. Galaxy shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information.
5. Data Privacy. Galaxy may collect, use and process Customer's data in accordance with Galaxy’s online privacy policy.
6. Fees. Customer will pay Galaxy an Annual subscription fee for the Service as posted on the MRT pricing page or as negotiated under custom Corporate payment plans.
7. Customer Restrictions. Customer will not:
   1. distribute, license, loan, or sell the Software or other content that is contained or displayed in it;
   2. modify, alter, or create any derivative works of the Software;
   3. reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software;
   4. remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software;
   5. upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
8. Termination
   1. Termination by Customer: Customer may not terminate this agreement 24 hours after subscription becomes effective.
   2. Termination for Failure to Pay: Galaxy may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the Annual Subscription Fee 7 days following expiry of subscription.
9. Limitation on Liability
   1. Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
   2. Maximum Liability. Neither party's liability under this agreement will not exceed the fees paid by under this agreement during the 12 months preceding the date upon which the related claim arose.
10. General Provisions
    1. Entire Agreement. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.
    2. Amendment. This agreement can be amended only by a writing signed by both parties.
    3. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.
    4. Notices
       1. Method of Notice. The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the address that a party has notified to be that party's address for the purposes of this section.
       2. Receipt of Notice. A notice given under this agreement will be effective on
          1. the other party's receipt of it, or
          2. if mailed, the earlier of the other party's receipt of it and the fifth business day after mailing it.
    5. Governing Law. This agreement will be governed, construed, and enforced in accordance with the laws of the State of Texas, without regard to its conflict of laws rules.
    6. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
    7. Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.
    8. Force Majeure. A party will not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is
       1. beyond the reasonable control of a party,
       2. materially affects the performance of any of its obligations under this agreement, and
       3. could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.