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SaaS Subscription Agreement

Terms governing your use of the CrudeDesk platform

Effective Date: April 10, 2026
Parties:Pivoten LLC ("Provider") and the organization accepting these terms ("Licensee")

This SaaS Subscription Agreement ("Agreement") is entered into between Pivoten LLC, an Indiana limited liability company ("Provider"), and the organization or individual ("Licensee") accessing or using the CrudeDesk platform. By creating an account, clicking "I Agree," or otherwise accessing the platform, Licensee agrees to be bound by this Agreement.

1. Definitions

  • "SaaS Product" means the CrudeDesk dispatch management platform, including all associated software, interfaces, APIs, mobile applications, and documentation made available by Provider under this Agreement.
  • "Licensee" means the company, organization, or individual that has accepted this Agreement and is authorized to access the SaaS Product under a paid or trial subscription.
  • "Authorized Users" means employees, contractors, drivers, and agents of Licensee who are permitted by Licensee to access the SaaS Product.
  • "Customer Data" means all data, content, and information submitted by or on behalf of Licensee through the SaaS Product, including job records, GPS location data, form submissions, and operational readings.
  • "Subscription Term" means the period during which Licensee is authorized to access the SaaS Product, as specified in the applicable pricing plan.
  • "Fees" means all amounts payable by Licensee to Provider in connection with access to the SaaS Product.

2. Grant of Rights

Subject to the terms of this Agreement and timely payment of all applicable Fees, Provider grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to:

  • Access and use the SaaS Product solely for Licensee's internal business operations in the midstream oil and gas sector;
  • Permit Authorized Users to access the SaaS Product in accordance with this Agreement; and
  • Use any documentation provided by Provider in connection with the SaaS Product.

Licensee may not resell, sublicense, distribute, or otherwise make the SaaS Product available to third parties outside of its organization. Licensee may not copy, modify, reverse engineer, decompile, or create derivative works from any portion of the SaaS Product. All rights not expressly granted herein are reserved by Provider.

3. License Term

This Agreement is effective upon Licensee's acceptance and continues for the duration of the Subscription Term selected at signup. Subscriptions automatically renew for successive periods of equal duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then- current Subscription Term. Trial or free-tier access may be revoked at any time at Provider's sole discretion.

4. Fees and Payment

Licensee agrees to pay the Fees associated with the selected subscription plan. Fees are determined by the plan tier, number of Authorized Users, and any additional services as set forth on Provider's pricing page.

  • Non-Refundable: All Fees paid are non-refundable except as expressly provided in this Agreement or required by applicable law. No refunds will be issued for partial months of service or unused capacity.
  • Payment Method: Licensee must maintain a valid payment method on file. Provider uses a third-party payment processor to handle all billing transactions. By providing payment information, Licensee authorizes Provider to charge the applicable Fees on the billing cycle associated with the selected plan.
  • Late Payment: If any Fees are not received by Provider within ten (10) days of the due date, Provider may assess a late charge of 1.5% per month (or the maximum rate permitted by law, whichever is less) on the overdue balance. Provider may also suspend access to the SaaS Product until all outstanding amounts are paid in full.
  • Taxes:Fees do not include taxes. Licensee is responsible for all sales, use, excise, value-added, or similar taxes imposed by any governmental authority on the transactions contemplated by this Agreement, excluding taxes on Provider's net income.
  • Fee Changes:Provider may adjust pricing with at least thirty (30) days' advance written notice. Continued use of the SaaS Product after a fee change takes effect constitutes acceptance of the new pricing.

5. Services and Support

Provider will use commercially reasonable efforts to make the SaaS Product available on a continuous basis, subject to scheduled maintenance windows and circumstances beyond Provider's reasonable control. Provider may, at its discretion:

  • Modify, update, or enhance features of the SaaS Product at any time, including changes to the user interface, underlying technology, and data schemas;
  • Discontinue features or components of the SaaS Product with thirty (30) days' prior notice where reasonably practicable; and
  • Perform scheduled maintenance that may result in temporary unavailability, with advance notice provided where feasible.

Provider will provide support services to Licensee via email at hello@crudedesk.com. Response times and support scope are determined by the applicable subscription tier. Provider does not guarantee specific resolution times and is not obligated to provide custom development, on-site support, or integration assistance outside of separately purchased professional services.

6. Suspension and Termination

6.1 Suspension

Provider may immediately suspend Licensee's access to the SaaS Product, without liability, upon:

  • Non-payment of Fees that remains uncured for ten (10) days;
  • Reasonable belief that Licensee's use poses a security risk to Provider or other customers;
  • Violation of the acceptable use provisions of this Agreement; or
  • Receipt of a valid legal order or regulatory directive requiring suspension.

6.2 Termination for Cause

Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period. Provider may terminate immediately upon Licensee's insolvency, assignment for the benefit of creditors, or initiation of bankruptcy proceedings.

6.3 Effect of Termination

Upon termination or expiration of this Agreement:

  • All licenses granted herein immediately terminate and Licensee must cease all use of the SaaS Product;
  • Licensee will have thirty (30) days following the termination date to export and retrieve Customer Data from the platform using available export tools. After this window, Provider may delete Customer Data without further notice or obligation; and
  • Any outstanding Fees become immediately due and payable.

7. Intellectual Property

Provider retains all right, title, and interest in and to the SaaS Product, including all underlying software, algorithms, interfaces, documentation, trade secrets, and all improvements, modifications, and derivative works thereof, regardless of whether created by Provider alone or in collaboration with Licensee. Nothing in this Agreement transfers any ownership interest in the SaaS Product to Licensee.

Licensee retains all right, title, and interest in and to Customer Data. Licensee grants Provider a limited, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely as necessary to provide the SaaS Product and support services under this Agreement. Provider may use aggregated and anonymized operational data derived from use of the platform for product improvement and analytics purposes, provided such data cannot be used to identify Licensee or its personnel.

8. Data and Privacy

Licensee owns and is solely responsible for the accuracy, legality, and appropriateness of all Customer Data submitted through the SaaS Product. Licensee represents that it has obtained all necessary consents and authorizations required under applicable law to collect and submit Customer Data, including GPS location data from Authorized Users such as drivers and field personnel.

Provider processes Customer Data in accordance with its Privacy Policy, available at crudedesk.com/privacy-policy. The Privacy Policy is incorporated herein by reference. Provider implements reasonable technical and organizational security measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. Provider will notify Licensee without undue delay upon becoming aware of a confirmed data breach that materially affects Licensee's Customer Data.

Licensee acknowledges that the SaaS Product may collect location data from drivers and field workers as a core operational feature. Licensee is responsible for ensuring that all Authorized Users have been informed of, and have consented to, such data collection in accordance with applicable employment, privacy, and labor laws.

9. Acceptable Use

Licensee agrees not to use the SaaS Product to:

  • Violate any applicable federal, state, or local law or regulation, including environmental, safety, and labor regulations applicable to oilfield operations;
  • Transmit any data that is unlawful, defamatory, harassing, abusive, fraudulent, or otherwise objectionable;
  • Introduce malicious code, viruses, or other harmful components into the platform;
  • Attempt to gain unauthorized access to any systems, networks, or accounts;
  • Use automated scripts or bots to interact with the platform in a manner that places excessive load on Provider's infrastructure; or
  • Circumvent or attempt to circumvent any security measures implemented by Provider.

10. Confidentiality

Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Confidential Information.

Each party agrees to: (i) use the other's Confidential Information solely as permitted under this Agreement; (ii) protect it with at least the same degree of care used to protect its own confidential information, but no less than reasonable care; and (iii) not disclose it to third parties without prior written consent, except to employees or contractors who need to know such information and are bound by confidentiality obligations at least as protective as those in this Agreement. These obligations survive termination of this Agreement for a period of three (3) years.

11. Disclaimer of Warranties

THE SAAS PRODUCT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PROVIDER DOES NOT WARRANT THAT: (A) THE SAAS PRODUCT WILL MEET ALL OF LICENSEE'S REQUIREMENTS; (B) THE SAAS PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (C) ANY DATA PROCESSED THROUGH THE PLATFORM WILL BE ACCURATE OR COMPLETE; OR (D) ALL DEFECTS WILL BE CORRECTED. LICENSEE ASSUMES ALL RISK ASSOCIATED WITH THE USE OF GPS DATA, JOB SCHEDULING, AND OPERATIONAL DECISIONS MADE IN RELIANCE ON THE PLATFORM.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROVIDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SAAS PRODUCT, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROVIDER'S TOTAL AGGREGATE LIABILITY TO LICENSEE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you in full.

13. Indemnification

Licensee agrees to defend, indemnify, and hold harmless Provider and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Licensee's use of the SaaS Product in violation of this Agreement or applicable law;
  • Customer Data submitted by Licensee, including any claim that such data violates any third-party rights or applicable law;
  • Licensee's failure to obtain required consents from Authorized Users for GPS or location data collection; or
  • Any dispute between Licensee and a third party arising from Licensee's use of the platform in connection with its business operations.

14. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, will be subject to the exclusive jurisdiction of the state and federal courts located in Vanderburgh County, Indiana. Each party irrevocably consents to such jurisdiction and venue and waives any objection based on improper venue or inconvenient forum.

Before initiating formal legal proceedings, both parties agree to make a good-faith effort to resolve disputes informally by providing written notice describing the dispute and the relief sought. The parties will attempt to negotiate a resolution for thirty (30) days following such notice before escalating to formal proceedings.

15. General Provisions

  • Entire Agreement: This Agreement, together with the Privacy Policy and any applicable order forms or pricing pages, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings.
  • Amendments: Provider may update this Agreement from time to time. Material changes will be communicated to Licensee via email or in-app notification at least thirty (30) days before they take effect. Continued use of the SaaS Product after the effective date of an update constitutes acceptance of the revised terms.
  • Assignment:Licensee may not assign this Agreement or any rights hereunder without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section is void.
  • Severability: If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
  • Waiver:Provider's failure to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
  • Force Majeure: Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, internet outages, cyberattacks, or governmental actions.
  • Notices:Notices under this Agreement must be sent in writing to Provider at hello@crudedesk.com. Provider may provide notices to Licensee via the email address associated with the Licensee's account.
  • Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

Questions about this Agreement? Contact us at hello@crudedesk.com.